A Phantom Spider
by Quacked Lurker
Summary: Danny's third year of Highschool has come with changes. Among them, a new Science Teacher from New York City! The ghosts have decided they don't like this new development and are wanting revenge. There are other surprises in store as well--Red Huntress
1. A different start

**A Phantom Spider: By Quacked Lurker (edited April 15, 2007)**

**I do NOT own anything besides the plot (and Mars, but he comes later). Thank you for reading.**

**Summary: **This is an AU story. The science teacher of Casper High left and the town of Amity Park had to pull in a replacement. Will the substitute teacher survive with his secret intact? Will he discover the secrets two students hold? Only time will tell.

-----------------------------------Prologue, Amity Park-----------------------------

Friday began well enough—Danny Fenton woke before his alarm clock blared in his ear and he managed to finish his homework the night before. His best friends—Tucker Foley, an African American young man, and Samantha Madson, a goth oriented female—met him at the door and they walked to school.

Rather, they walked to the nearest alleyway where Danny let his ghost half surface and the three flew towards school. Before arriving, the three dropped down near an empty cul-de-sac and Danny's ghostly appearance gave way to his human form. Together they walked the remaining block and separated for class.

Mars, a freshman, groaned.

His morning had been excellent—his often absent dad was awake and had prepared breakfast. Midway through, his mom joined them for her ritual of morning coffee.

After placing the dishes in the sink, his father offered to drop him off at school.

Mars accepted and let a huge grin crack his face. This was too good to be true.

Mars' day turned sour during the drive over. It was a short ride and Mr. Leyland calmly broke the news that his job required him to travel to New York City this weekend. Mars nearly screamed with frustration, but accepted the news. It was inevitable. Silence prevailed for the rest of the trip.

Valerie Grey barely made it to school on time. Her alarm clock was in the repair shop and she hadn't woken early enough to take her time with the little things. At least having a hover board cut out the delay traffic could cause. The African American female frowned on her approach to Casper High. Her ghost detector was on the fritz again. It had briefly indicated there was a powerful ghost just outside the High School boundary. She saw no ghost—just Danny Fenton and his two friends hurrying to class.

Skulker made his weekly appearance in town. This time he appeared in the school itself during third period. His subsequent fight with D. Phantom hadn't lasted as long as the hunter had planned. To his distress, the Box Ghost was attracted by the commotion caused by the two ghosts. He was, in turn, followed by the Red Huntress.

At lunch, Desiree began granting wishes and unwisely granted one of Jazz Fenton's hard-to follow wishes and locked herself out of Amity Park for a month. It was interesting the logic, practicing psychiatrists could use. Of course lawyers also used confusing language as well and ghosts weren't the smartest beings around, so Desiree's eviction from the town was expected—just not from that source.

By the end of the day, Danny, Valerie, and others were looking forward to wasting time in the class Mr. Lancer was supervising. That was before the announcement generated by the vice principle. "Well, students, the school board has finally managed to find a replacement science teacher. He will be here by Monday, so today is the last day I watch you guys.

Samantha—who really preferred being called Sam—groaned and slid in her seat. Most of the other students in this particular class rarely paid attention to the vice-principle while he was substituting for absent, and underpaid teachers. Sometimes the newest teachers cracked under the paperwork and regulations. However, in Casper High of Amity Park, they and other transfers were more likely driven off by the frequent ghost attacks. "Why can't the jocks pay attention once in a while?" asked the goth.

The dark African American boy with a red beret turned around. "Sam, please don't stereotype. It's their personality and they don't care about school or college at this point. Next year or maybe their senior year they may decide to become serious. I really recommend focusing on our studies and classes right now for the head start against the athletics and 'in-crowd'. How about you Danny?" The African-American turned to look at their friend.

The fair skinned, black haired, blue-eyed teenager was slouching in his chair. He sat up straight and answered his friend's question. "Tuck, I'm doing my best in school. The frequent ghost attacks and bullying are not helping my case." Danny sighed. "At least, getting shoved in my locker occasionally gives me a chance to pass my injuries and bruises off as nothing."

Sam growled. "Danny! The injuries are too a big deal. Why won't you at least try to pretend to fight? You are practically the only sophomore that is picked on. And why do the bullies use you as an object lesson? It's because they know you don't fight, argue, retaliate or turn them in. You're easy pickings and I hate that!" Same buried her face in the textbook as students were supposed to say in their seats at all times.

Tucker and Danny looked at each other then went back to their individual tasks. Tucker Foley sat doing his homework from other classes while Danny Fenton doodled in the sketchbook his sister had bought him.

Meanwhile, Valerie Grey was doing the project Mr. Lancer had assigned before making his announcement. She fumed. _If only the other students could know what this means. Great, another teacher who bumbles aimlessly around when a ghost shows up. Hopefully he won't get overshadowed._ Valerie finished the project before she felt under control. She looked at the clock. _Five minuets left_.

As this was a Friday and the last class, the students stampeded out the door when the bell rang. The weekend was upon them and it would not be wasted, in the young adolescents' minds.


	2. The New teacher

**Disclaimer:** I do not own Danny Phantom or associated characters. Neither do I own other recognizable people. So, those of you with lawyers please understand that the only thing I do have is the plot bunny.

**A/N: **Edited April 20, 2007

_Should have put this up earlier: Oh, well. I answer non-signed reviews at the end of the chapter, but name all those who reviewed at the top. So, please drop me a note._

**Thank you reviewers:** Gadget14, Horslvr4evr123, dark-angel-miyuki, Sweeteen19, vanalivi, cordria, JC, SpartanCommander

p ----------- /p Begin Prologue from Parker's side p ----------- /p

Mary Jane Watson was sitting, enjoying her tea while talking with the aunt of her friend Peter Parker. "So, Aunt May, how is life treating you and your nephew?"

The sweet, elderly lady smiled. "Life is good. I wanted to thank you for spending what time you could spare with me. I still miss my Ben terribly and with Peter running around for J.J. of Daily Bugle on top of his teaching job, it tends to get lonely."

The two women—both beautiful in their own ways—continued trading small talk as they waited for Peter to arrive home.

A little before four, as Mary Jane was getting ready to leave, an emotionally battered you man cam through the front and dropped a half-filled cardboard box onto the counter-top before dropping onto a nearby chair and resting his face in the now-empty hands. He was about average height with brown hair and eyes.

"Peter!" gasped the older lady. "What's this? Why is your stuff in this box and not in your desk at the high school?"

Peter Parker sat up in a hurry. "Oh, sorry. I didn't see you there. Hello, Mary Jane. Thank you for visiting my aunt." He held up a hand as Mary Jane continued heading towards the door and blurted out: "I was fired by the principle but the school board managed to find a high school that was willing to accept me—reputation and all. Unfortunately, this Casper High is over towards the west coast and is very desperate for a science teacher as the latest one didn't' even last six weeks. Apparently, Amity Park needs a semi competent teacher and are willing to overlook my absences and tardies in favor of the results I have." Parker snorted and laughed simultaneously. "The place the other guy had hasn't been rented out to someone else, and the school is willing to pay for my apartment fees if I show up within three business days.

"It seems all out-of-towners leave after a semester or two. I don't understand their reluctance to teach there as there are none of the New York's more prominent visitors invading and reeking havoc." With his rant over, and not wanting to discuss all the ramifications of this uprooting, Peter retreated to his bed and fell asleep.

The young redhead started to follow but was restrained by a gentle arm. "Let him rest. Go to your appointment. I will do what I can to help him." Mary Jane searched the grandmother-like face and nodded in confirmation before leaving reluctantly.

Alone again, Aunt May pulled out a family album and spent several hours looking over the pictures of her late family. They were taken before any of them were lost in war and when life was simpler and happy. Not that there wasn't happiness now, but there was an overlaying veil of sorrow and pain held within the house and it seemed to follow Peter around. She would be strong for her boy when he couldn't be strong for himself.

Later, after pulling out several cans of soup, for a midnight snack if the young man started sleepwalking-again—which happened far too often, she pulled out a suitcase and placed a list of items to pack for the "paid" trip outside the state. These she tenderly placed by Peter's closed door, before heading off to bed herself.

Early Saturday morning—before the sun had risen—Peter Parker stumbled over the suitcase as he headed towards the kitchen for food. His stomach demanded food—unaccustomed as it was to ten hours of sleep. At least he felt more rested than he had in ages.

After snarfing down pancakes, eggs, sausage, and milk, Peter checked the list his aunt had prepared for him and tossed the highlighted items into the suitcase before pulling the other things out and packing them. He laughed when he saw the items that were highlighted. Humor was healthy and it was too true he forgot basic necessities like socks and dental supplies. He finished by packing a suit for formal occasions.

By eight O'clock, he was ready to go. Aunt May had joined him and cooked a light "brunch" for them both before driving him to the airport and accompanying him inside. Aunt May was given a good-bye hug and a thank-you peck--which is a short, simple kiss--on the cheeks as he entered the line for boarding.

Once seated, while the double-checked everything, before takeoff, Peter revealed the mental list he had prepared shortly after learning of the transfer. The Fantastic Four would be in New York to hold off the super powered villains and crazed idiots who saw Spider-Man as their personal enemy. Mary Jane would continue helping Aunt May as her duties allowed. The Staff of Daily Bugle wished him well but JJJ stayed true to his image. DareDevil gave no promises to be there for the individuals and average person, but he would keep an eye on Spider-man's "sections" as he was able. Peter frowned as he realized that the streets of New York wouldn't be as safe and there would be an up flux of minor crimes but New York would survive. It always did.

Peter sighed. Yes, New York would survive. Sure it might change in the time he was gone but even the loss of the Twin Towers hadn't stopped the Big Apple from being home to thousands of families. Changes were inevitable but his home and past were securely locked in there.

Peter fell asleep during the flight to the Los Angelus airport where someone named Mr. Lancer, would pick him up and drive him to the new setting. When the Principle and school board were desperate enough to trust an inconsistent teacher to a full time position, things were bad. Hopefully Norman Osborn or other multimillionaires weren't trying to take over the town . . . again. Of course, with the No Child Left Behind policy, low scores were enough to send most cities screaming for successful teachers.

p ----------- /p

Mr. Lancer waited impatiently for the plane from New York to arrive. He didn't care if the newest teacher was irresponsible when it came to class schedules—as long as he didn't have to deal with the troublemakers any more.

The intercom announced the arrival of the plane and Mr. Lancer, feeling ridiculous stood up and held up a sign with his name. A few minuets later a short, thin young man, carrying only one lightweight suitcase, walked in from the baggage claim area and headed towards the teacher. "Mr. Lancer" his tone was questioning, "My name is Peter Parker. I take it you are my ride?"

"Yes," the overweight vice-principle said. "That is my name and I will be your guide to Amity Park and the school. Follow me, please."

At the car, Mr. Lancer grabbed the suitcase to put it in the trunk and nearly dropped it. "This thing isn't as light as you make it appear." He quipped.

Parker gave an uneasy smile as he glanced around the packed parking lot.

Once on the freeway, Mr. Lancer gave the replacement teacher a brief history of the town and an overview of the students. Nothing incriminating, just stuff of public record and the groups they tended to gather into. During the drive, Mr. Parker learned of the Nasty Burger and the frequent ghost attacks. He looked at Mr. Lancer oddly but didn't spout off the "impossible" statements most first timers shared.

Peter Parker arrived in town about local lunch hour on Saturday. As the town was fair-sized, but not the overwhelming metropolis LA and NYC, Chicago, Detroit or other places were, they drove past the school and dropped the car and suitcase at the apartment the previous science teacher had abandoned. The two adults walked to the mall—past the Fenton House, which wouldn't have looked out of place in New York—while Mr. Lancer pointed out the popular teenager sights.

While eating at Nasty Burger (despite the name, the food wasn't all fried and some was quite editable and tasty) something began bugging Parker. It wasn't his intuitive spider sense, but something more primitive than that. In fact, the air felt colder and the atmosphere was hostile instead of the curiosity it had held minuets before. Across the street someone shouted "GHOST" and the pedestrians gave way to panic as they fled the mall. Out of self-preservation Parker followed Mr. Lancer, as he waited to see what would happen as few other locals reacted other than to reach for cell phones.

A heavily modified RV with tank wheels and laser weapons abruptly pulled into the parking lot and two people in jumpsuits clamored out of the assault vehicle and entered the mostly abandoned mall.

Because of his grounded vantage point, Parker couldn't make out what was happening inside, but the sounds that came out indicated a battle was taking place. Due to his location near the back and his relatively short statue he also didn't see a gothic girl and techno boy run out. However, there was no missing the boy who flew out of the wall and away from the crowds. The white hair and pale skin were as unusual as the green glowing eyes. The flying kid dogged most of the blasts that were aimed from him. The rather large, bulky man in the orange jumpsuit cried out "You won't escape forever Inviso-Bill". The shorter, petite woman in the blue/teal jumpsuit calmly watched the ghost-boy fly away. She turned to the crowed and clearly stated "The ghost is gone and you can all go back to your activities. Thank you for calling the Fenton Ghost Hunters. Have a nice day." The adults piled back into their vehicle and left as quickly as they had arrived.

Peter Parker turned towards Mr. Lancer. "I take it, that ghost appearances happen on a regular basis. I'm sorry I doubted you before."

Mr. Lancer smiled. "Don't mention it. You didn't become hysterical as others have. In fact, Casper High needs more teachers who are not emotional when one attacks."

Peter continued scanning the sky. Strange, his spider-sense hadn't gone off when the paranormal creature showing up. Maybe it was just a lack of experience in the ghost attacks. He frowned in thought as he left Mr. Lancer to his own devices and explored the town on foot. Tomorrow he could check out the school and make an appointment to talk to the Fentons or other ghost experts here in town.

p ----------- /p

**This has been edited, so past replies may be inconsistent with the current storyline.**


	3. Parker's arrival

**Disclaimer: **I am not a well-known figure. I am a common, average, (status, not character wise) citizen of the United States of America. If you believe me to be a politician, author, Hollywood star/actor, or director/inventor of any cartoon show, you are sadly mistaken.

**A/N: **Edited April 20, 2007

_Should have put this up earlier: Oh, well. I answer non-signed reviews at the end of the chapter, but try to name those who reviewed at the top. So, please drop me a note._

"**Chapter III of A Phantom Spider"**

p -----------------------------------checking-------------------------is this thing on?-----------------on with the story----------------- /p .

SUNDAY MORNING:

Peter Parker woke bright and early the following morning. He knew he wouldn't be able to fall back asleep at this time for several reasons: only one excuse included the time difference.

It was just his luck that the empty apartment sat on the edge between urban and rural sections of town. To the west stood an enormous oak tree that revealed the location of a large park and playground.

Although, the location was the main reason this room had been untouched by others, Parker was grateful for the fact it was several stories up and came equipped with both a balcony and a skylight. That little unknown detail would help keep Spider-Man's identity hidden and his presence unknown—which was one thing many heroes desired from time to time.

So, with the sun still hidden behind the rolling hills, Spider-Man jumped down and kept to the man-made canyons as he explored the inner city of Amity Park.

The part of him desiring some action was disappointed—almost every legit business had closed down for the night. Oh, well, the time wasn't wasted. While he had been web slinging around, he'd also been memorizing prominent and easy-to-recognize buildings, and approximant locations of other useful features.

Now he knew exactly where Fenton Works was in relation to the school, the mall, park and numerous other places—relative locations and knowledge were important in this line of work.

Once the sun finished climbing over the hills, Spider-man returned to Parker's apartment and took off his second identity, letting his civilian self relax in the less-hectic lifestyle of these small townspeople. Among the pedestrians up at this hour, no one looked upwards—those that did manage to catch a glimpse of the red-blue figure, tensed slightly in preparation of a possible ghost attack.

Peter Parker grabbed a tourist guide he bought at the tourist info place the previous night and checked the locations with a map of the town.

While memorizing a few names and places, Parker pondered what little he knew of the town.

Thanks to Mr. Lancer and yesterday's "attack" he knew Amity Park to be haunted by paranormal visitors from the Ghost Zone. Alas, the vice principal didn't care to know more about the invaders beyond the fact most were evil. Mr. Lancer did reveal that the Fenton Parents habitually wore jumpsuits and were ghost fanatics. There were the adults who chassed the mall fighters out. The Red Huntress was almost as bad as the ghosts she hunted, and Phantom (or Inviso-Bill, depending on whom was talking) was ever elusive. As far as the teacher knew, those four were the only ones keeping Amity Park from being overrun by these ghosts.

Parker looked at the analog clock on the wall, and hurriedly packed the map and guidebook away before leaving the apartment the normal way and heading towards Denny's where Mr. Lancer two other teachers, and the principle were waiting for the new guy.

Over a breakfast of coffee, hash browns, bacon, and eggs, the four locals warned Mr. Parker about the last class—no teacher wanted to watch that particular group more than once. The newcomer was also given a quick overview of acceptable behavior and what the school board allowed—there were some differences between states and cities, but they didn't differ much from the national recommendations. Parker added this info to all the facts he'd been collecting about this town.

After breakfast, Principle Ishiyama unlocked the school building so Mr. Lancer could give a quick tour while Mrs. Tetslaff pulled out all the science stuff she could find. Mr. Falluca watched and organized the textbooks. Through all this activity, Parker tried recalling all he knew about astral plane ghosts. He didn't have much luck as there weren't many similarities immediately obvious.

Too soon boxes were brought up from the basement and a wary Parker asked about the labels. Mrs. Foul—another regular teacher—laughed. "We reuse the boxes to carry food up. It's very efficient at keeping students out."

Mr. Lancer glared. "Students, yes. Ghosts, no. Remember last year when that green glowing female made attacking meat doughboys from our buffet?"

Mr. Falluca shook his head. "Which wasn't as bad as when ghost skeletons practically overran the town. "Now, overshadowing is bad." The short teacher shuddered in fright.

Mrs. Tetslaff snorted and dropped a dusty box of cardboard textbooks near the rest of the pile. "Phantom held the mayor up for something several months back. I can't say it was a kidnapping because he was chased off the Fentons."

This was all news to Parker but he sensed it was dangerous waters for the rest of the teachers. Clearly there had to be experts or people willing to give unbiased reports, but finding them was proving difficult.

Before placing everything in it's proper place in the science room, Parker glanced at the summary of the every chapter in the most recent science editions and made notes—this would make excellent exam material for Monday and give him a heads up on material already covered—either by the previous teacher or past years.

However, he was distracted by buzzing at the base of his neck. Careful observation led Parker to believe the food was causing his warning system to go off. That didn't make sense though—it had to have been FDA approved, and a lot of it was either locally grown or processed for better consumption—or at least cheaper for the townsfolk. Maybe there was something in the water though.

p ---------------checking--------------------is this thing on?------------------- --------------- /p

P After finishing setting up on Sunday, Parker spent the remaining period of the day looking through his notes of the chapter summaries. While in the local coffee shop, he typed up a multiple guess exam and added several free response questions. Parker took the papers and went across the street to Kinko's where he asked for one hundred copies. /p 

P As he paid for the copies, Parker made a mental note to use the Casper High copier whenever possible. He carried the loose papers to his apartment where he carefully placed the tests inside the briefcase along with pencils and other items teachers needed to be "prepared" for class. /p 

P Parker shook his head. The briefcase, along with the apartment and several other useful items, had all been left by the previous teacher. He frowned. Since when were adults so fearful of the unknown that they left everything of value behind? Then again, the ghosts were unusual and could be considered frightening, but he'd seen and fought worse in New York City. /p 

**This has been edited, so past replies may be inconsistent with the current storyline.**


	4. Danny Fenton, meet Peter Parker

**Disclaimer:** I do not own Danny Phantom or other recognizable people (so, away lone sharks, away)

**A/N: **Edited April 20, 2007

_Should have put this up earlier: Oh, well. I answer non-signed reviews at the end of the chapter, but name those who reviewed at the top. So, please drop me a note._

**The New teacher**

p --------------------Danny Fenton, meet Peter Parker-------------------- /p

It was Monday before school. Danny jogged to join his two best friends as they entered Casper High a minuet or so before class started.

Tucker frowned as Danny stretched. "Rough weekend?" he asked with concern in his voice.

"No, not really. The ghosts that did interrupt my day didn't put up much of a fight. I actually got a full night's sleep."

The warning bell rang. "See you guys later." The three split up for classes. Danny got through his first class without a hitch. On his way to math class, he hit a little snag. Danny's ghost sense went off and –being the town protector—he ran into the boy's restroom and changed from human mode to ghost appearance. Phantom found the ghost that triggered his internal alarm.

"Not you" he groaned in frustration. "You make too many appearances each week!"

"BEWARE! I am the ghost of—" the echoing voice was cut off with a quick blast from Phantom and was captured by the Fenton Thermos.

Phantom left the room and seconds later Fenton raced to his math class (through the almost empty hallway).

"Mr. Fenton!" squawked the math teacher. "You're late aagiiaan! What excuse do you have for today's tardy?"

Danny winced. "An annoyance?" he ventured.

Mrs. Fowl shook her head. "Next tardy earns you a detention, mister."

After the lunch bell rang, Danny followed the student mob to the cafeteria (there was always a rush for clean seats) and he wanted to talk to his friends. He passed the science room when Dash shoved him towards the lockers.

"So, Fen-turd. It's your turn to be the lunch-locker boy." Dash swung his fist at the cornered boy's face.

However, the two never connected. A faculty's had had attached itself to Dash's wrist and held the arm inches away from Danny. "Let him go." came a commanding voice.

Dash complied and backed up. Danny finally got a good look at the person who had intervened. The adult was of average height, and thin with brown hair and eyes. Danny couldn't put a name to the newcomer's face, but was grateful for the save. Odd thought-although he appeared to be a weakling, Danny could feel the guy radiate a fighter's prowess. "I do not tolerate bullying in the hallways. Is that understood?"

Dash felt it too, subconsciously. The bully nodded and flinched when the adult continued. "It's lunchtime. Go eat and play nicely."

Danny needed to get away before Dash retaliated from the forced retreat. So, he ran towards the cafeteria before the teacher could ask any questions. He pulled up a tray and joined his friends at their customary table. They had a lovely conversation about their day so far. Tucker Foley expressed a desire to watch either the extended trilogy of _Lord of the Rings_ or the six _Star Wars_ movies. The new adult was not mentioned because the "rescue" had slipped Danny's mind.

"So, why exactly were you late for Ms. Fowl's class?" asked a curious Sam.

"The Box ghost" Danny mumbled between bites of his bagged sandwich—cafeteria food could be toxic and tasted bad most days of the week.

"I don't get it. He shows up at least twice a week and all he's good for is a distraction." Tucker shrugged and pulled out his latest PDA while paying minimal attention to the proceedings yet managed to answer questions posed to him. As they finished their meal, Tucker casually glanced at the clock and packed up. "Lunch is almost over guys and we should head towards our next class. See you later."

Time passed and now it was the last class of the day. Sam Manson, Tucker Foley, and Danny Fenton pulled chairs together before the stragglers arrived. Mr. Lancer came in with a short, thin, brown haired, brown eyed and young man following meekly behind. "Class" Mr. Lancer called several times to no avail.

Sam watched the new teacher's face as he surveyed the class. The goth saw his eyes sparkle as he glanced towards Dash's group and his face revealed a heartfelt smile when his attention was drawn to her and her friends. But the blank face immediately replaced the cheerfulness as the new guy searched the class.

Sam saw the change in the new guy's face. "That was weird."

Before Tucker could ask, "what was?" the unknown teacher whistled. The whistle was sharp and piercing, but had the desired effects—the room fell quiet as various students turned to the adult who dared interrupt their lives with meaningless drivel.

Mr. Lancer nodded his thanks before addressing the class. "This is Mr. Parker, your new science teacher. He has come all the way from New York City and you are to treat him with the uttermost respect. Good day." With that brief introduction finished, the vice-principle rushed out of the room.

Mr. Parker shook his head at the retreating back. "It is now official. I am your teacher. First some basic rules that not all of you seem to have mastered. 1) No bullying. 2) No cheating on exams or tests by consulting notes, books or friends. I will allow group work in labs but not every single second of class. 3) Give everyone the same respect you desire. That's basic common sense. Any questions?" Mr. Parker waited a moment and after a few seconds of silence he continued. "Put everything except a writing utensil (that's a pen or pencil in laymen's terms) away. I am going to pass out an exam of what I am expected to teach and you are expected to learn during this course. These expectations are based on what the school board has decided you need to learn before graduating. You may begin when you have the paper. I need your name on it and return the test before you leave. This is today's role call."

Normally, a similar announcement would have resulted in chaos but there was something in the air everyone felt and feared. A subdued class hesitantly took the proffered paper and filled the blanks. All the tests were in by the time the release bell rang. There were no fights to be first out the door, but there was some rushing to leave.

Sam and Tucker met up with Danny as the crowd exited the school grounds. "Hey, Danny, I know you invited us over for dinner—and with Jazz cooking, we'd love to come—but the meal won't be ready for several hours, so could we please go to the Nasty Burger or the mall for a snack?" Tucker pleaded.

"Sure." Sam pulled the boys after her. "We can try that new juice shop. I heard that it has smoothies made just for vegans and ultra-recycling vegetarians." She talked above Tucker's protest of a meat-less snack. "Danny, you can also explain how and why Mr. Parker recognized you—Don't deny it. I saw it in his face.

Danny held up his hands as they walked along the traffic congested streets. "Mr. Parker probably recognized me from Dash's attempt to stuff me in a locker."

Tucker smirked. "Dash tried?" he repeated. "Cool, you finally got tired of being spineless."

"Tuck, the reason I wasn't creamed was because the teacher noticed something was wrong and physically imposed himself between us. Good thing too or I might have kicked him harder that expected."

"When was this?" Sam wanted to know.

"Right after fifth class, before I managed to join you guys."

p ---------------------Thanks for the reviews again.---------------------- /p

**This has been edited, so past replies may be inconsistent with the current storyline.**


	5. Monday revisited

**A Phantom Spider---** Monday Revisited.

**Disclaimer**: I do not own Danny Phantom or the known characters that appear win this story. I am just trying to share a plot bunny with other fans.

**Author's Note**: Thanks for reviewing: vanalivi, Me-agaisnt-the-world, Writer's-BlockDP, SpartanCommander, Lynn138, Sasia93, and Horselver4evr123. Remember, Suggestions and helps are appreciated. Thanks.

P -------------------tab, tab, tab---------------------------------yeah, this microphone's live--------------------- /P 

After finishing setting up on Sunday, Parker spent the remaining period of the day looking through his notes of the chapter summaries. While in the local coffee shop, he typed up a multiple guess exam and added several free response questions. Parker took the papers and went across the street to Kinkos where he asked for one hundred copies.

As he paid for the copies, Parker made a mental note to use the Casper High copier whenever possible. He carried the loose papers to his apartment where he carefully placed the tests inside the briefcase along with pencils and other items teachers needed to be "prepared" for class.

Parker shook his head. The briefcase, along with the apartment and several other useful items, had all been left by the previous teacher. He frowned. Since when were adults so fearful of the unknown that they left everything of value behind? Then again, the ghosts were unusual and could be considered frightening, but he'd seen and fought worse in New York City.

P ----------------------------------------_** Monday, Parker's pov**_------------------------------- /p 

Monday came bright and early for the citizens of Amity Park. Most of the community was unaware of the web slinger now in Amity Park itself. Those that knew of him ignored the signs of his passing that degraded over time. The sun was shinning strong; there was no cloud cover. Spider-man swung past a bank and caught the time in his peripheral vision. He hissed at the digital clock that hung near street level. It was time to contain Spider-man and don Peter Parker's life again.

At least he wasn't rushing today—organizing the night before gave him some leeway, but not much. Peter Parker arrived shortly after the school opened its doors and he managed to finish setting up for the first class of the day. It was interesting to note how many jobs fell under the science category—and he got to teach them all. One room and one teacher hosted Biology, Chemistry, Health and Wellness, and Physics. He mentally shook his head when he received his classes. At least they hadn't managed to foist Nutrition or Psychology on him as well. This was going to be a long semester—especially after starting late.

While finishing the last touches for his first class, Parker realized with a start, he had forgotten to pick up the student lists as well. When he returned, there was a tall, thin young woman with orangey-red hair sitting near the front, with her books orderly and a laptop open. She had assumed the posture and attitude of a college student eager for class to begin.

Slowly, other kids wandered in. Most of them were fully awake and none of them gave him any trouble. Sure, they openly stared at him because he was a new face, but these kids respected authority. Mr. Lancer arrived before the final bell rang and tapped a clipboard with a pen before introducing the new teacher. After turning the attention back to the proper person, he retreated to a back corner where he could watch all the kids and the teacher at once. It was best to be prepared if any troublemakers disrupted class while the replacement was still learning the ropes. Thankfully no one drew unwanted attention to themselves.

Parker cleared his throat and began roll call. He paused momentarily when "Fenton, Jasmine" was responded by "Jazz, please" instead of the usual "here" or silence. He raised an eyebrow when he noticed the speaker was the student who had arrived during his brief absence, but that was his only outward response.

After going through the student list, Peter began teaching—but not before figuring out what had been covered and what they remembered.

"Welcome to class. I assume you all brought your book." Several students looked shocked or puzzled. "Then, I take it you left the textbook at home." Others nodded hesitantly. "Very well, we'll go on with the lecture instead of discussing what was supposed to have been read up to this point."

"What is science? Science is a branch of nature in which humans pose questions about the way their world works and why things occur. It is remarkable what humans have discovered because one or two people were curious about why were as they were. To be classified as a real science, it must be testable, observable, ad repeatable.

"With that said, it is true that anthropology, cosmetology, and astronomy are not sciences per say. What these areas of understand have done is extrapolated the knowledge we have of earth and all the forces that we face today—gravity, for instance—and modified it to fit what we can see in the sky and know from historical records. The past is the past and the stars are the stars, but there is something connecting them to us. It is our thirst for knowledge and understanding on how things worked and what happened.

"Radioactive dating is inaccurate as well. Scientists have done their best to guess as to the amount of trace substances in the once-living material, but most of them have used the assumption that Carbon and other isotopes of the past were as high as today's levels. . . . ."

Most of the students looked lost as the New York teacher continued on this side bar. They were not interested in learning the particulars of science—testable, observable, and repeatable—but wanted the lector to correlate with the textbook. Jazz, Lester, Ashley, and a few others were delightful exceptions as fingers tapped incessantly on laptops. Five minuets into the lecture, there was an aborted attempt to change the subject. Later, someone asked a question that Parker calmly and politely answered. The students in this class learned quickly and a furry of questions bubbled from them as Parker allowed the lecture to morph into a discussion.

For once, most of the class seemed shocked when the bell rang and hesitantly packed their stuff away as they left for the next class. Before any managed to leave, Parker called out "Bring your books tomorrow and you have a choice of getting back on track or finish the discussion."

After the last student left, Mr. Lancer walked up to Mr. Parker. "I see you have this job under control. Since I have an English class, I shall let the next free teacher introduce you and other stuff." The English teacher handed the clipboard to Mrs. Fowl as the secondary teacher came in, then he left. Peter Parker and Mrs. Fowl waited for the students to file in and for the tardy bell to ring.

This particular group was a bit more rambunctious than the previous class, but the students respectfully paid attention when Mrs. Fowl introduced Professor Parker. Again, the "supervisor" retreated to the corner and prepared to take down the names of disrespectful teenagers.

The observers followed that patter for all the classes. Parker had two patters he used to introduce the material. He chose a route based on his first impression on the group itself. Due to the break between certified teachers, the students had gotten into the habit of not bringing a textbook, so Parker either lectured if he felt the students would respond well, or passed out the exam he wrote on Sunday if the students were harder to control.

Soon after the fifth group was released for lunch, Peter Parker looked up towards the hallway as his spider-sense began mildly vibrating. He saw a tall, well-built blond kid march up and push others out of his way as he made his way to another student. Parker stepped into the doorway and watched the actions of the first student.

Too soon it was seen that the blond haired one was the aggressor as he pushed the shorter-black haired kid into the lockers hard. Parker's spider-sense flared up then quieted back down to the level that had alerted him to this attack. Meanwhile the taller kid pulled his fist back and swung it towards the other's face. It was time to intervene as Parker didn't allow bullying on his watch. Seeing an adult come up was enough to stop the immediate attack, but the blond guy glared angrily at the teacher before dropping his target and stomping off. Interestingly, the warning feeling didn't go away with the first student. Parker frowned and turned to the second teenager but wasn't surprised or shocked when the kid ran as fast as his legs could carry him away. It hurt to see people he was trying to help run away, or ignore his attempts at helping, despite the numerous times it occurred at home as both Spider-Man and Peter Parker the teacher. This time the danger sense stopped vibrating.

He took the remaining time to ponder the new development. Almost always, it was the aggressor who set off the warning buzz. In fact, Parker couldn't recall the last time a target felt more dangerous than the attacker. Another curious fact was the blue eyes of the shorter teenager held no fear—resignation yes, but even anger was absent.

Parker had six different teachers "helping" him keep track of the students for the first day. Mr. Lancer though, showed up for the last class of the day and told Mr. Parker, he felt it was his duty as the Vice Principle to introduce him again. While Mr. Lancer tried to get everyone's attention, Parker surveyed the class and was surprised to see two familiar faces. Noticing the lack of response by the students Peter got their attention by whistling. He watched the v.p. leave for his own class while letting the competent new teacher handle the wolves. Very quickly, Professor Parker realized why most teachers hated this class with a passion—the students were apathetic for the most part.

Apathy for some was caused by greater and more important things that were happening. A few had parents who were separating, while others had recently lost a close friend or family member. Some just didn't see any point in going to school beyond the fact it was required by law.

Peter walked between the rows as students looked over their quiz. He paid special attention to his special ability. This time, his spider-sense didn't go ff near the Fenton boy. Mentally, he frowned. _If this kid is the same one from earlier, why the different reactions? Of course the situations are hardly similar, but still, it felt like this kid, or his look alike, had a weapon on hand. People would have noticed a knife left lying around._

The students left rapidly after the last bell rang. At least no one had succeeded in taking their papers home—not that anyone had attempted to place it in their notebook anyway. Peter picked up the exams the students have left on his desk and put them in his briefcase to be graded when he got back to his apartment.

p ------------------------tab, tab, tab,----------------------this microphone's live------------------- /P 

See you readers later. **Edited April 17****th**** 2007**


	6. Addons

**A Phantom Spider---** Quacked Lurker

**A/N**—I am editing the story as I have time on the computer. Warning: Until I manage to do all the chapters already up, this may not flow with the unchanged chapters. **Disclaimer**: I own nothing in this fan fiction realm. I can't afford a lawyer, so please don't sue me—flames are accepted, but complaints are best when heard. **Thanks for reviewing**: Raydiva, ghostgrl, Plushiemon, Writer's-BlockDP, Lockblade, SpartanCommander, Sasia93, Me-agaisnt-the-world, Horselvr4evr123, Philip Clark.

p -------------------------------------------------Chapter six------------------------- /p 

Mr. Vlad masters sat in his trophy room. It was a huge place and had all sorts of Packer collectables inside. To a normal person, it would be obvious that the owner or designer of this room in the Wisconsin Mansion was obsessed with the Packers of Green Bay.

The room itself was rather dark, but the recliners and books lining one wall were rather comfortable and fit the decorative scheme. Two of the seats were moved out of the customary spots and were facing each other. Older, extremely wealthy men occupied both chairs.

Vlad Masters isn't as well known as his visitor, Norman Osborn. Rather, Vlad stays out of the spotlight when possible, while the New York millionaire seems to thrive under the attention his company receives. If one is highly enough placed and though of by rich snobs, then they are known by face and by name. Most people though, recognize the name more than they do the face. It's a quirk of human nature.

Anyway, in Wisconsin, Mr. Masters is well known for his dress, which included a hand-made silk suit and tie. His face spoke of wealth and cunning. The other figure is also known, but those on the west coast are more likely to recognize him immediately. He was a tall man and had short, professionally cut brown hair. Neither gentleman had a build that suggested a second career as an enforcer, nor did their attitudes suggest that they were engaged in illegal activities. The second imposing man was named Norman Osborn and he was here at Masters' request.

"So, please tell me, why this 'Kingpin" has given me explicit instructions to leave Amity Park and the people alone. I have my own plans in that place and no amount of money will keep me from observing or interfering if it looks like my plot will fail due to someone else's bumbling activities." Masters was scornful.

"With all due respect, Mr. Masters, the crime lord has an eye on a certain New York vigilante and noticed that he has stopped responding to crimes on his home turf. Naturally this displeases him and he sent all his associates orders to stop moving forward with their plans. Kingpin doesn't care if this causes you to loose face as long as no link between him and the others remain active for when the vigilante does show up. Surprises allow the enemy to take back that, which was so artfully gained and stolen.

"Besides, Kingpin has heard of you and is interested in learning how you moved up through the ranks of wealth so quickly without reaching his attention before now." The brown haired man leaned forward and whispered. "All small time criminals and leaders under his influence have been asked to suspend operations for the time being. Although he is impressed with your work, he cannot allow any resistance to towns he is interested in remain. In addition, he is willing to pay big bucks for information that leads to the capture of Spider-man." Osborn grimaced as he spat out Spider-Man's name because that New York vigilante was his target originally, but even he had to concede to the Kingpin.

Inwardly, Vlad snarled as he was compared to small-time criminals and the implication he was under Kingpin's rule or influence. But he had to keep the peace or lose what little power the crime master may have been interested in letting him keep. Besides, the best plots started out small, as little influences built up and changed everything if given enough time and push. Irritating the embassy would strip him of everything he had spent the last twenty years working towards.

Masters nodded thoughtfully, intent on keeping the peace. But he did note everything his visitor revealed. Both had hidden agendas, yet did not have the leverage to go against Kingpin's orders.

They respected each other's status and power purchased by money, but that didn't mean they like each other enough to be neighborly. The two millionaires traded verbal jabs before returning back to the task at hand.

During this time, Skulker stepped into the room, invisibly. The ghost hunter understood his employer's whishes for other humans not to know of Vlad's position amongst the ghosts and his halfa status in general. Beyond that, the ghost council was afraid of the war that was almost certain to explode if humans in general ever learned of the possibility to have this power. Mutants were known and scared the human populous, but if it was discovered how to control and how to predict this genetic change, then no one, not even Clockwork, knew what was in store for the future earth.

Two hours later, Masters and Osborn broke off for the day—thankfully neither secret identity had come undone, but there was much unraveling started (both were unaware that their facades were wearing out). There was much resentment focused towards the criminal mastermind of New York City, which is the main thing that kept the humans from attempting to kill each other.

Norman sighed in frustration as he rubbed his eyes. He had confirmed this unimportant millionaire had some dealings with criminal underlings, but gotten nowhere in prying the identities out. Vlad, for his part, was both unwilling to sell what little info he had of vigilantes and refused to stop toying with his paws in various towns. Both knew Kingpin wouldn't be satisfied with the results, but the big guy knew it paid to occasionally let his vitims mull their chices over instead of sweeping them into his camp with fear.

Skulker waited until Osborn was in the hall before revealing himself to Vlad. The ghost hunter hated, with a passion, his assignment to trail the unwanted visitor, but obeyed when he was reassured he could continue hunting Phantom later.

p --------------------------------------------------Amity Park------------------------------------------ /p 

Maddie sat at the kitchen table eating breakfast and talking with her daughter Jazz. Two coffee cups sat between them. It was too early for the men of the family to be up but for these two ladies, the day was just starting, despite it being dawn. The last week had been relatively ghost free. Sure there had been several "attacks" but more mindless beasts than the usual humanoid fighters. The major exception to that had been the Box ghost who managed to show up twice a week at least, if not daily. Even Phantom had been taking time off. The lack of activity was uncanny and Maddie's instincts were starting to scream something was off.

Jazz, being the ever-perceptive child and a psychiatrist in training, noticed the silence almost immediately. "Mom, what's wrong?"

"Nothing, dear. It's just; ghosts haven't put any humans in mortal danger lately. Is it wrong of me to wish that things would go back to what they were last year?"

"No." Jazz's eyes lost focus, as she struggled to recall something from the past. "What if the Wisconsin Ghost is doing this to lull us into a feeling of security before he attempts a takeover?"

Maddie was shocked. "Jazz, what makes you say that? Just because one ghost shows up at the College reunion, hosted by Vlad, a friend of your father's, and Amity Park has an abnormal high concentration of ghosts does not mean the two events are related. Besides, all ghosts (no matter how humanistic) are mindless beasts."

"Then why do you and dad insist on building the Fenton Ghost Gabber if they are not intelligent? Mindless creatures cannot speak even if something could translate every single noise into human language."

Danny stumbled down the stairs and flopped into a cushioned chair by the table. He pulled the box of cereal and poured a bowl, added milk and preceded to snarf the food down. The debate between the ladies was put on hold by Danny's arrival and silence ruled the house when Jack's snores didn't penetrate the reinforced walls.

Once Danny finished the bowl, he glanced at the clock and groaned. "Jazz, why did you have to sign up for a pre-first class? I am not a morning person and like sleeping in."

Jazz smiled. "Good morning to you too, little brother. This was the only time the advanced science class was available and I need to challenge my mind."

A head full of black hair landed on the table with a thump. "Yeah, but, come on. Eight classes, all Advanced Placement or the strictest teachers? I'm having a hard time passing school with _normal_ teachers and assignments."

Maddie chuckled, enjoying this sibling argument. It reminded her of her family and the best times of her life (not counting being married to Jack and with two kids of her own).

Blue eyes glanced up fearfully before sleepiness managed to take over Danny's expression. Now that Maddie had the time to compare the image of her son with the mental pictures of a month ago, he seemed more energetic lately and there were fewer bruises.

"Danny, Jazz, please don't patronize each other. Be thankful your sister opts to give you a ride to school so you don't have to wait for the bus and avoid the bullies. Which reminds, me. Jazz, the replacement science teacher arrived last week, didn't he? What's he like and do you think we'll be able to meet with him before the end of the year?"

The tall redhead laughed. "Yes, he did. I like him because he manages to make the class interning and relates as much as he can to the real world and the big city. As for the other, I don't know, but can ask him." The senior shrugged.

The thin son chewed his lip thoughtfully. "I overheard Mr. Parker say something about asking the students to bring their parents to school and spend the class with them, kind of like a career day."

The lady in the blue jumpsuit smiled broadly. It sounded like a great idea to her, but Jack would not wake in time for Jazz's class.

The kitchen absorbed the warmth coming in from the east window as the sun rose higher in the sky. The clock struck a quarter after seven and Jazz jumped in her seat. "Oh, no! I'm going to be late. Sorry, Danny but I can't take you today unless you are ready to go NOW." The long red hair streambed behind her as she raced out the door and jumped into the normal car. Behind screeching tires, the door slammed into the sidewall and wind came thought the open hallway. Danny got up and shut the entry door properly before coming back to the table and sat in the sunbeam while Maddie finished her coffee.

Half an hour later, Danny's friend came by for some fudge and began to walk him to school. While Maddie loved Sam and Tucker as her own, her main desire for her son was to see him having more than two friends. Thankfully those Danny did associate with were close friends, but still, other acquaintances would be nice, even if he was well adjusted.

The fact other students seemed to pick on her son or avoided him simply because his parents were obsessed with ghosts wasn't lost on Maddie, but she couldn't change bigotry. There was a promise of change in the air as well. Maybe the slight differences now were just the beginning.

Jack thundered down the stairs as the clock struck eight fifteen and hugged his wife of twenty-one years. He was as excited as a child on Christmas morning, and the mood was contagious. After she cooked up a plateful of bacon, eggs and toast, they clamored into the uniquely designed RV and left to shop for some electronics so they could try to build something the Box Ghost couldn't escape from as soon as their backs were turned. Why the Box Ghost wasn't slowed by the Fenton portal at all stumped Maddie. Plus, the Fenton Thermoses were not meant for long-term storage—it would be inhuman to jail them.

p -------------------------I accept anonymous reviewers----------------------------flames welcome, if you desire to complain------------------------ /P

**Edited April 20, 2007. This has been edited, so past replies may be inconsistent with the storyline.**


	7. Cliffhanger

**A Phantom Spider---** Quacked Lurker

**A/N**—I am editing the story as I have time on the computer. Warning: Until I manage to do all the chapters already up, this may not flow with the unchanged chapters.

**Disclaimer: **No, I am not Butch Hartman, nor do I work for Billionfold Studios. I am also not privileged to visit the Nelvana Company either. Marvel Comics is also out of my budget range and no, I do not have family who works or visits there either.

A/N: I would like to thank my reviewers: Horselvr4evr123, dark-angel-miyuki, **JC**, Plushiemon, Warrior of winds, **Phillip Clark**, SpartanCommander, and FantomoDrako. Looks like there were a few new people and some returnees. Thank you very much.

p ------------------------------------------Back to Story----ch7------------------------------------- /p

A heavily built teacher looked up as running footsteps told a story of someone running late. He hadn't registered the unique sound of a slammed door and had learned to ignore the automated bells, as they tended to be disruptive.

He looked up, intending to remind the nameless student about the hallway rules, but when he saw a redheaded rush past his room, he sighed and let Jazz Fenton go without a warning; this time. She was one of the better students and had absolutely no reprimands on her files.

In Peter Parker's classroom, the chairs were filled with students, who had decided it was easier to bring books and a lot more fun to do supervised labs, than to take notes on lectures pertaining to the real world. Some of the teenagers liked the newbie; others tolerated the odd teaching style. The teachers noted that Mr. Parker got results—or at least found ways to destroy the momentum class clowns built for themselves.

The brown-eyed teacher looked up and pretended to have trouble seeing everyone as one or two kids were still standing. He didn't see Jazz Fenton and that was unusual—she was one of the first young adults to arrive. The classroom door was roughly pushed aside as the tall redhead came in, just before the tardy bell rang. A brown eyebrow was raised. "Glad to see you could join us today. Everyone please sit down. There will be a slideshow today and then I am going to pass out some papers that the entire family should read." A chorus of groans filled the room but they settled into seats. The lesson progressed and time passed. Parts of it were informative and sections were boring as most lectures are: too much information can overload students leaving the impression that _the class is impossible_ while concentrating on information already known also turns them off. It's a tricky task finding the balance that suits most students.

At the end of class, Mr. Parker asked Jazz to stay behind for a minuet. She let the other kids leave before putting her stuff away. "Yes, sir?"

"I was wondering if your parents could come to the Back-to-school night next month or so. They seem to be ghost experts and the info at the tourist center is useful, but not enough for a curious visitor. So, if you could have them call me, that would be much appreciated."

Jazz nodded, hiding her fear. "I'll ask them, but don't know your number."

The short teacher looked startled for a brief second. "Oh, right." He wrote the land phone number on a scrap of paper and handed it to Jazz. "Have them call me and thanks."

"No problem." She took the paper and turned towards the window where a semicircular group of kids had begun converging. "Who's the target? I can't see a thing."

Peter looked out the window and muttered a curse before bolting out the door. Immediately Jazz turned to follow him, but the teacher was absent from the hallways as far as she could see. Of course he was short enough to be hidden by a few of the taller students that crowded the hallway. A look back through the window revealed her brother behind Sam and Tucker with a buff, unknown freshman trying to attack Danny. She bit back a hiss and dropped her bags before running outside to stop the slaughter.

By the time she managed to get outside, Parker was calmly standing between the freshbully and was shielding the outcasts. It was weird seeing him glaring at the kid and watching the bully backing down. Parker was shorter than him and thinner as well. In fact, Danny was about eye level with the teacher yet Parker managed to create a wall that prohibited others from targeting those he was shielding.

As Jazz came closer she heard Dash mumble something foul but couldn't decipher individual words. Paulina and the popular kids started moving towards their classes once it was obvious that there would be no bloodshed. Sam and Tucker slowly approached Jazz while Danny held back at Parker's request.

"So, what happened?" Jazz was curious and needed to know.

Purple eyes hidden beneath black eyelashes met blue, inquisitive eyes. "Apparently Dash has put out some kind of reward for tormenting your brother successfully as Parker has rather limited all opportunities for harmful or ill meant jokes and pranks."

Brown eyes under the red hat glanced about everywhere as the girls reassured themselves that no one was hurt. Danny caught up to them, and he nodded thanks to his older sister before pulling his friends to class. Tucker called out "where's your stuff?" to Jazz, before he was pulled around the corner.

"Oh, no!" Jazz stopped in her tracks. Today was not her day at all. She raced back to the science room and was shocked when Mr. Parker calmly walked out holding her bags and said with a grin: "you seemed to have dropped your bags. I can write you a slip excusing your tardiness if you wish,"

"Thanks, Mr. Parker, but I can make it." She left and dogged the crowds as she accelerated away. Mr. Falluca calmly marked Jazz as present before beginning class.

At lunch, in the cafeteria, Mars was avoided by everyone because he had hit a teacher. Gossip and rumors made it worse than reality, but still, no one wanted to associate with one on the road to expulsion. For his own sake, he couldn't figure out what went wrong—besides hitting the teacher. Somehow during the time his fist began its forward motion towards Danny, Mr. Parker had managed to impose his body between them and taken the hit on the abdomen. The pain in his hand was part of the reason Mars retreated but the students saw his actions as cowardice. It was a wonder he hadn't been expelled due to the "No Tolerance Policy" but all Mars could come up with, was the new science teacher was willing to overlook this attack.

Neither Danny nor Tucker noticed when Mr. Parker had arrived on scene. Sam kept insisting that he had been just exiting the school building when Mars pulled back his fist and prepared to beat Danny. However, she also failed to spot the exach moment the teacher arrived on scene. It was uncanny how the guy managed to find potential trouble spots and stop violence just by arriving on sight. His actions bothered her as well—since when did an adult care about what happened to the "outcasts" of high school?

Thanks to this second save, Danny was wary of Mr. Parker. Both times Peter had glanced at him oddly as if he knew something was "off" with the student. Tucker had kept his PDA's in his backpack and pockets while he spouted off what he recalled from as many angles and with as much detail as possible. . . . . .

Valerie Gray grimaced from the table behind them. She was avoided by most of the student body and then Mars had the guts to sit at her table. The African American female did not want his presence nearby but it kept Nathan off her back. Then again, being close enough to the loser's table and overhearing Tucker ramble was bad enough. It was irritating and by looks of things, his friends also desired for a change in topic.

A blue haze seemed to float from Danny's table and conversation from their table was silenced. The students as a whole, were so involved in their little groups that they almost missed the floating blue cafeteria worker. Valerie and Danny didn't. Unknown to most of the students, Danny was a ghost hybrid and had an internal alarm that triggered when ghosts came to prey on humans. Valerie also had sensors that pinpointed invading ghosts within a block or two—again, this was unknown by ninety-nine percent of the school.

However, no one missed the scream of "GHOST" by a volunteer behind the counter and the echoing voice that shouted: "Who changed the lunch menu? Meat is nutritious and good. Why is there no protein available for the kids?"

Everyone rushed to leave—all but two that is. Danny and Valerie made for the restrooms. Both hybrid and huntress welcomed the ghost appearance, as it diverted the topic currently on the school grapevine.

p ---------------------------------------Until Next time-------------------------------------- /p

**JC**: You're back! Thanks, although I'm not really sure where everything is going yet. Yeah, having Norman and Vlad, as partners (either as public figures or their hidden sides) will be entertaining.

**Phillip Clark**: See, what I know for sure from Spiderman's side is what was portrayed in the movies. I am taking liberties in having him as a lackey, so neither the Goblin nor Norman have died in this timeline. Thanks for noticing the discrepancy though.

A/N: I thought it was time for a cliffhanger. Don't worry, I don't plan on abandoning the story but do need a place to start from so I can finish.

**Edited April 20, 2007. This has been edited, so past replies may be inconsistent with the storyline.**


	8. Yikes! fallout?

**A Phantom Spider---** Quacked Lurker

**A/N**—I am editing the story as I have time on the computer. Warning: Until I manage to do all the chapters already up, this may not flow with the unchanged chapters.

Thanks to my reviewers: Horselver4evr123, Plushiemon, **Bombay**, Warrior of winds, FantomoDrako, vanalivi, SpartonCommander, and lynn138. I love the long reviews, encouragement and suggestions. Again, thanks for reading and reviewing.

**Disclaimer:** I do not own Danny Phantom or Spider-Man. I am not in charge of any cartoons, comics or movies. I just use the materials and characters to pay tribute to the designers of them.

**Summary:** Ghost attacks and super villains arrive! What's next? Public revealing of secret identities? Just wait for reinforcements and a better idea of the end to consolidate. Amity Park will never be the same again.

p --------------------------------------ch8--------------------Wait, what?-------------------------------------- /P

Peter had retreated to the Teacher's Lunch Lounge for a few minutes rest from the complaints and questions from practically every student when he announced a project to be done outside of classroom time. One would think these kids were never assigned homework.

The short brown haired teacher didn't notice that the lounge was already occupied with three other teachers: one overweight, balding VP, a short, gray haired guy with glasses, and one large muscular woman. However, even preoccupied as Parker was he managed to find an empty corner after pulling his sacked lunch out of the refrigerator. Slowly he returned to his surroundings.

"I'm telling you Mrs. Tetslaff, you can't make every single kid run a mile in under twelve minutes. Don't make them do something you can't do!"

"Is that a challenge, Mr. Lancer? Tomorrow, after school I'll race you around the track and we'll see how many laps we complete in fifteen minutes."

"Please, be quiet you two. I'm trying to grade math exams and your arguing is disrupting my concentration."

"Shut up! Mr. Falluca" the bickerers yelled together.

Peter smirked as other teachers peaked in and raced inside to use the microwave before retreating. Noticing the resemblance Mr. Lancer and Mrs. Tetslaff had with preschoolers was enough to bring a chuckle to Mr. Parker.

Finishing his sandwich, he made further use of the fairly empty room and leaned back in the couch. Mr. Falluca, threw his hands in the air; scattering the test papers, and placed his glasses on his thinning head of hair before rubbing his eyes.

"I can't take this much longer!" He practically wailed when his outburst did not generate any reaction from the vice-principle and the Physical education teacher. Parker sighed before crouching down and picking up the papers off the floor. A quick glance at various test scores revealed today's problem: lots of failing grades and only one 'A'--Jazz Fenton. He frowned. The girl did have a lot of potential but why was she so worried about her brother? It didn't take a psychiatrist to figure out she was protecting something, but the family seemed normal enough.

Parker snorted to himself. Since when was hunting paranormal creatures and ghosts a normal job? Sure they were professionals, but these entities were not like regular criminals or lawbreakers that the police handled daily. Maybe it was because of his side job as Spider-Man that had seen and experienced so much—time travel and alternate dimensions were only the tip of the iceberg.

Peter snapped back to reality when goose bumps covered his arms. His regular senses picked up nothing but his spider sense was starting to pulse. He stood up just as faint screams of "GHOST" penetrated the thin walls and windows. Everyone in the lounge froze before rushing for the door.

Being both the closest and fastest, Parker made it out before the others converged and fought to make it into the panicked crowed running away from the cafeteria. He took charge; directing the teachers to locate fear frozen or hurt students and to help evacuate the building. Very quickly the others lost sight of the mobile, brown eyed teacher who followed a weird echoing laugh.

Being short and quick had its advantages. It also had some disadvantages such as not being able to "push" students out of his way and having to dodge a few sprawled bodies but he had learned to compensate long ago.

Peter Parker fought the rush and made it to the swinging doors where he saw Tucker Foley and Sam Manson wait anxiously, looking through the "windows" at the floating figures inside. Peter looked through the window at the floor instead of the floating figures. He barked at the students and made it inside before slipping on the trampled food that had been smashed into a squishy, liquid mess all over the floor and lined the walls. The next second he placed his hands out and stopped his fall but his knees landed solidly in the muck. Peter blinked in surprise before looking "down" and remembering he was in normal clothing that limited his clinging ability. While carefully balancing himself in an effort to stand up he noticed one prone student and several overturned food carts as well. Quiet moans came from behind the wheeled obstacles.

Sam and Tucker followed the teacher in, but kept an eye on the Red Huntress and the Lunch Lady ghost who was not listening to Phantom. The two teenagers were extra cautious, as the teacher had slid and nearly fallen on his face.

Mars remained in his prone position as practically everyone ran outside. Truth be told, he was frozen with shock when the ghost appeared and his body had chosen to protect the torso when danger presented itself. Now there was no one here and he saw a young woman trapped by her cart. He wanted to help, but he didn't want to attract the attention of the ghosts. Lets just say the abandoned freshman never expected someone willing to put themselves in harms way to help complete strangers. When he saw Mr. Parker barge in the room and slip among the organic floor decoration, he was shocked to put it politely—and that was before he registered the fact two students had followed the teacher inside.

Peter grimaced as his experienced eyes found the trapped people. He also faintly registered the fact that someone had followed him inside. That was okay as long as there wasn't a shoot out. But by the looks of things and the urgency projected by his spider sense, the relative peace wouldn't last too much longer. So, he used the tools he had available. "Mr. Foley, help Mr. Leyland up and get him outside. Miss Manson, help me move the cafeteria workers." He made his way past the flimsy barricade and jumped over, with the gothic following on his heals. This section of ground was fairly clean, but his shoes were covered in gunk that made sudden movements hazardous, so he took the shoes off.

----------------------------------------------Not the end!----------------------------------------------- /p

Phantom flew through the walls and confronted the unwelcome intruder. He attempted to keep the Lunch Lady's attention in the air towards him as everyone stampeded outside where they would be safer. "Oh, come on! Haven't you got enough folks to poison with your meats? They are as old as you."

The insult worked. "The meat isn't spoiled you youngster! It is you who have declared war on me by removing needed proteins from kids' diets! Cookie?" All, except the last, was screamed.

By this time the Red Huntress had arrived on. Oddly, she didn't immediately start blasting him or the other ghost. Phantom didn't mind too much as long as no blasts were aimed his way.

The floating ghost boy just stared at the female ghost. He just couldn't phantom her mood changes, so he tried a hedged bet. "As long as you don't wrap yourself in meat and force me to eat, I'll be happy to accept a cookie."

"You insult me, dearie, but here." The old, fat, cafeteria worker floated a cookie over to her opponent and turned to the young lady watching. "Cookie?"

Even through the red-face hood, Phantom could feel her radiate disgust and hatred. "NO! I do NOT desire comfort food! I want you and all ghosts to leave. NOW!" She powered one of her handguns and fired a pink blast that landed on the green ectoskin.

All hell broke loose with that unfortunate firing. The air above became a three-way battle zone. Too many blasts hit the floor and walls, but it was impossible to both dodge them and yet keep the room untouched by the war.

Phantom did his best to split his attention between the women, but couldn't and was hit far more times than he would have been if there had been just one normal opponent. Fighting the two simultaneously was worse than fighting them individually—one was crazy, the other had a vendetta against him

The Lunch Lady Ghost took a welcome breather to concentrate on focusing the food to form an army that launched itself against the opponent and pest. Phantom phased through the obstacles while flying higher. The Red Huntress was almost overrun by the meat men but was pulled out of the fight by Peter Parker who had managed to get the trapped ladies out unnoticed by the three fighters. Even her judo moves couldn't break the hold he had on her as they joined Sam, Tucker and Mars outside with the other students and teachers.

"Mr. Parker, what--"

"No time. Call the Fentons because a rampaging food processor is coming through."

Just as he finished speaking, the Fenton RV pulled up and Maddie launched herself through the door. Before she made it inside, the Lunch Lady was forced outside by a well-placed punch and acted dazed. Phantom followed closely, his black tail holding him on course as she dodged and retreated in defeat.

What followed next shocked several people.

Jazz Fenton grabbed a Fenton Thermos and let it rip without aiming. A bluish white beam latched onto the meat-covered ghost and steadily pulled her in. With the fight against the invention requiring her total concentration, the meat men fell apart and became more gooey messes.

Jack clamored out of the driver's seat and faced down the pale ghost boy. "You were attacking humans!" The big man thundered.

Phantom let himself drop towards the ground but kept the tail instead of reforming legs. "No, sir, I was trying to get Lunch belle away from the populated areas. The lunch court was empty by the time punches started flying. Ask Mr. Parker who arrived before the fight began and helped everyone out."

The teachers were dedicated to helping students when possible; a few were more than shocked when they heard Phantom admonish the large, orange clad ghost hunter. Parker just didn't' fit the stereotype they had of non-local adults newly introduced to the public menace.

While the adults gapped at the news and turned to look at the new teacher, Phantom became invisible and flew inside where he could change back into Danny Fenton without being observed.

After that it was chaos as friends looked for each other and a few stragglers tried to leave while teachers called for roll and the Fentons' demanded explications from Peter Parker, the unknown, untried science teacher.

Even the media got involved--too late for the action, but in time to catch the fallout.

A green exoskeleton figure watched from the shadows. The humans weren't supposed to interfere and he hadn't seen what this infamous ghost kind could do. Now he was running late for previous appointments. Ah ,well, the delay caused by this stop, while inexcusable, might prove entertaining later.

The night before, this scary, but solid, figure had dropped inside the school, via a skylight. It had taken more time to locate a spot to place the machine than to hide it. The delayed timer was beneficial as well—too bad it couldn't be turned off after activating, and it would burn out within a week's time.

p --------------------------------------Elsewhere----------------------------------------------------- /p

Vlad Plasmius stayed in the shadows of flames cast by an irritated black ghost on a decayed horse. It was pathetic, watching the news coming from Amity Park when the Fright Knight and Skulker were on top of things. Normally a ghost attack didn't warrant this much airtime, but apparently the news crew was starved for real things to announce to the world.

p --------------------------------------------That's a wrap--------------------------------------------------- /p

**Edited April 20, 2007. This has been edited, so past replies may be inconsistent with the storyline.**


	9. No ideasuggestions?

**A Phantom Spider---** Quacked Lurker

**A/N**—I am editing the story as I have time on the computer. Warning: Until I manage to do all the chapters already posted, this may not flow with the unchanged chapters.

**Disclaime**r: Nope. Still do not own Danny Phantom nor do I work for Marvel Comics. So, this is still fan fiction only. Oh, but Mars is mine.

I'd like to list those who reviewed chapter 8: Horselvr4ever123, Plushiemon, **JC**, SpartanCommander, lynn138, **Bombay**, and FantomoDrako.

p ---------------------------chapter 9-----------Fallout/Aftershocks-------------------------------------- /p

Outside, darkness was supreme over Amity Park, except for the small area around "Fenton Works." Here, the buildings were awash in neon light, much to the annoyance of the neighbors. Even with heavy curtains pulled over windows facing the obnoxious sign, light still made its way inside and kept the rooms from plunging into total darkness.

Outside, individuals used starlight to find their way around. The man-made canyons were blacker than the asphalt in the day. If ghouls were real, they would be rampaging. As it was, minor ghosts were haunting the streets, circling from Casper High. The information about the temporary portal to the real world had already spread, and the ghosts were taking advantage of this free access.

Some of these unusual creatures looked liked ghosts from horror films from the early movie days--ragged, formless sheets with a hood off the top, white and holed they floated inches off the ground and appeared to be chasing something, or else running away. Others were animalistic and glowed green or blue as they flew around exploring their surroundings.

Inside most houses, the families were silent and asleep or feigning. There were two notable exceptions: Danny Fenton and Peter Parker. Peter Parker couldn't fall asleep and knew from long experience it was more tiring to stay in bed than to swing off the frustrations and other unsorted feelings. Danny Fenton was jerked awake by his ghost signal every time one of the formless (or basic featured) creatures came too close for comfort. He gave up the facade and phased through the wall after becoming Phantom and grabbing an empty Fenton Thermos.

Outside, despite the late hour and lack of open shops, one could expect some streetlights to be one for convenience sake and safety of out-of-town drivers; but, one had not contented with Amity Park's board of directors; who had foolishly decided to save money by cutting power to the lights after curfew. Yes, it was a hassle, but with the light crime rate and lack of traffic before twilight around dawn, it was deemed acceptable. Mayor Ernesto Montez, it seemed, had a lot of pull when it came to money saving schemes.

Due to this strange fact, the lighting came from the stars and ghosts themselves. Truly, it was a desolate time to be outside alone and without shelter. Neither Spider-Man nor Danny Phantom had trouble adjusting to the odd sight. They had seen worse and fought back true evil.

Phantom followed his instincts, ambushing the ghosts and letting the Thermos pull them in without firing a shot. He did not need more bad publicity; the Amity Park News had managed to distort the truth about the ghost attack at school and only one side was shown. Although his memory of the fight was crystal clear, he was a bit mystified when trying to put-together what happened outside. He was under the impression that somehow Mr. Parker had shown proportional abnormal human strength. That was absurd though. Wasn't it? After all, there were only two halfas in existence and the teacher was neither a ghost nor overshadowed. Besides, metahumans, mutants, and lab-accidents-changing-people were impossible. Phantom nodded absently and was astonished when the warning bell on the Thermos rang, announcing that it's capacity was full. Bemused with his irrational thoughts, Phantom became intangible and flew into the Fenton Lab, depositing the packed container inside a half-finished contraption (it appeared to be a second prototype of the "Fenton Ecto-Skeleton" and picking up an empty one to finish clearing the town of the stupider ghosts. After all, by this time the ghosts should have noticed the diminishing number flying around and gone into hiding. Any that were still out, he considered fair game.

Meanwhile, Spider-man swung from rooftop to rooftop along the artificial canyons. It was very different seeing these entities flying about with no technology. He also found it odd that he could pass through them without disrupting their forms. Weird. These were obviously not spirits or undead creatures he was used to. Ah, well, when one had numerous experiences with the unknown that could be plastered inside "national inquisitor" or other tabloids, it was not difficult to ignore the ghosts. When New York allowed its "heroes" time to talk with other super powered friends, they couldn't always believe their own stories because it seemed that the situations they found themselves in, while saving the world, the city or even the universe, were, at times, quite ridicules.

Spider-man swung up and landed without a hitch on a "skyscraper" and took a moment to survey the town from this vantage point. Beneath the mask he frowned. There was a blue beam of light coming from the west that flickered. It was reminiscent of a director's cone, and there seemed to be only one. This oddity should be checked out. A quick glance around other buildings revealed something of greater importance. Or not, quite yet, Spider-Man decided. He might be of more help if he traveled North.

With a shrug, Spider-man hopped onto the ledge and pushed off, using his webs to pull himself up and away from the street/opposing walls. At the midpoint of every release, his body hit "free fall" and he became weightless, almost flying through the air. This was part of the reason he didn't give up his secret identity and kept going despite everything. For times such as this, the weight of the world no longer tugged on him and threatened to overwhelm him. He was in control of the present and immediate future. It was a glorious feeling that was addictive and overpowering at times.

The costumed vigilante kept his momentum high enough to pop above the rooftops. He wanted to find where the trail of floating electronics was headed and what was commanding them. They seemed to be coated in a substance that glowed green and, at times, became bright enough to illuminate the closest buildings.

Spider-man found the end of the trail--an abandoned technology shop that had not been completely dismantled. Now there were unseemly holes in the walls where the power lines and other electrical parts had been. He turned to follow the movement of the straggling items--the heavy, bulking, boxed supplies.

Elsewhere, Phantom finished sweeping the city-block around the Fenton's home/workplace. He flew by the area one last time in an effort to discourage drifters away, when he spotted an ominous green trail. The black-and-white figure stopped in midair and appeared to hover about three stories up. "Oh, no, not you again." he growled with misgiving. A quick glance at the capacity level revealed he would have to grab a third Thermos if the controller was indeed who he thought he was. "Great" the ghost-boy mumbled and grumbled as he proceeded to swap an empty thermos for a full one again.

If anyone was awake to see and had been watching, they would have seen a blur of white as Phantom phased inside the lab and then flew out again. Thankfully those few that did grab a glimpse of that phenomenon dismissed it to hallucinations caused by an overworked mind.

Phantom, although sore and tired, flew off full speed towards the empty junkyard. Having fought Technus a few times, he understood that this electronic ghost was interested in enhancing himself and thus needed human technology. The perfect places to find material for a suit were closed and empty stores, as no humans would miss the technology immediately, thus granting him time to construct a shell. Furthermore, he wasn't powerful enough to face off against the Fentons alone so, again, he did his best to limit human contact during the initial stages. Against the paranoid and looney Guys In White, most ghosts (including the Box Ghost) didn't need outside support to make fools of the government officials. However, against Phantom, they had only a slim chance of defeating him in a fair fight. So, that was a third reason to visit the junkyard.

Pay Dirt. The green floating trail bisected his path towards the junkyard and Phantom immediately increased his speed with quick bursts. One final wall to phase through and SLAM!

Excellent. Our absent minded late professor hadn't been expecting a sneak attack. Unfortunelty, he recovered quickly and hopped into an enlarged battle suit also reminiscent of the Fenton Ectoskeleton. A pale human head shook itself in annoyance before slamming again into the ghost.

Spider-man arrived on scene then. Seeing Phantom tackle the other lab-scientist ghost he settled in to watch the battle unfold. From the earlier fight in the cafeteria, he knew that Phantom was an experienced fighter and could handle himself well. It was harder to determine, power wise, who was stronger, but library records (via newspapers, and televised comments that had been transcribed) showed that Phantom succeeded in removing invading ghosts from the town. From what Peter Parker had found out, this particular ghost had been evicted at least once before.

As, Spider-man, he was constantly being undermined by J.J. of Daily Bugle, so he didn't read too heavily into the negative comments and took only the facts--not the interpretations of his actions. So, it was, the red-and-blue clad figure landed on the archway that covered the entrance to the junkyard and settled in to watch the fight and take mental notes. Maybe the mysteries exposed here would take his mind off the unusual activities and excuses some of his students presented him.

Too many times, Spider-man had attacked the "good" guy because he didn't wait for them to explain their actions. This wasn't his home nor his turf, so it was time to let the locals sort themselves out before introducing himself. On top of that, he had no way of removing ghosts, so his fighting style was useless—for now.

Pale, ghost kid slammed into green ghost a few times. It didn't work too well. The thin, black-eyed one just phased his body and the attacker flew through before landing painfully on walls or cars. Gradually green skin also built up a second layer of padding that looked suspiciously like the flying materials that attracted Spider-man here. He was too far away to hear them trade banter as well, but that was all right. He had experienced enough of that to not desire to hear someone else take a verbal beating.

Next, they circled, endlessly, while the kid became impatient and threw several blasts that connected with the trail of machinery and smashed several items to smithereens. With that, green ghost became angry and picked up several vehicles by waving his arms and spreading the same eerie glow towards the rusted heaps. In response, the floating car bodies threw themselves at the ghost-boy, who barely managed to turn intangible in time. Very quickly after that, the fight became a motion of blurs of light that even with experience, enhanced speed and sight, Spider-man had trouble following them.

What the hidden observer knew for sure was that the blasts projected from the hands were quite dangerous and destructive, maybe even deadly--at least, to human items. They didn't have the same destructive effect on each other when the beams and balls did connect when dodging and shields weren't enough to stop the attack.

Fifteen minuets later, the human-style battle suit was worn down and the ghost attempted to flee but was pulled in by the same blue beam that had attracted Spider-man's attention earlier in the night. He snapped his fingers. That was the other time he had seen the beam before--at the school; Jazz held something that emitted a similar beam when Lunch Lady attacked.

When the pieces stopped dropping, Spider-man jumped down and tried to follow Phantom, but lost him a few blocks later. He didn't throw a spider-tracer, as that would probably not phase through with the ghost-boy as he left.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Mr. Leyland arrived in Amity Park not long before the lights went out at curfew, and he needed to keep an eye on everything paranormal that happened. Seeing the ghosts floating around convinced him that it was better this time to be locked outside than to argue with an irritated hotel person not wanting to deal with customers this late.

He figured if the townsfolk didn't bat eyes at the really weird stuff, he could stay a little longer before letting his paranoia built to unmanageable levels and then move his family again. Mr. Leyland frowned when he noticed the calling card Technus left. He ran over to the junkyard and watched Phantom arrive on scene, and the subsequent fight the ghosts had with Phantom winning. Before that happened though, he caught sight of Spider-Man swinging onto the archway overlooking the entrance.

Mr. Leyland froze. _Spider-Man? Here?_ Well, that explained why the White Tiger entered the trap set for the arachnid fighter. But it didn't' reveal why Spider-Man had moved his base of operations.

Thus there was a second, unseen observer to this night drama between the ghosts.

The human man knew there were many people interested in learning who was beneath the Spider-mask, or even a few individuals willing to pay for information about his location. Mr. Leyland was also curious, but controlled the impulse to attack the costumed figure right then and there. There were a few of Spider-Man's less well known abilities that had to be figured out before he could be taken down for the count—how did the hero manage to dodge personal injury and arrive on scene when he did? Even with enhanced speed, his reactions spoke of something beyond that.

Mr. Leyland started back towards the house and held a suitcase lovingly. He hated doing this, but it was the only way to keep his son in the dark.

P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /P ---------------------------------------------Time passes----------------------------------------------- P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . /P 

Thursday, Mars was on autopilot for all his classes. It wasn't that he was exhausted or sick, but he had a lot on his mind. The freshman thought he knew why Mr. Parker had intervened when Danny Fenton was targeted--the freshman could have landed some serious blows on the upperclassman and sent him to the hospital. Now that would have meant suspension for sure; maybe even expulsion from the school. Although the lack of reports sent to his parents for "irresponsible behavior" was puzzling. Then there was the mystery of why Tucker Foley had pulled him out of the war zone when it was his best bud that Mars had threatened.

On closer examination, the outcasts were better friends (or at least, acquaintances) than his cohort and the popular group. High school was just full of social illogicalities that drove the world. Outcasts of the hierarchy were freaks, weirdoes, or homeless, not rich, talented, and courageous people—students, teachers--willing to risk their lives for strangers or even enemies. After high school was a different manner. Most people learned what was really important during these four years and stopped changing themselves to fit labels.

Homework was forgotten as everything Mars had previously believed in fell apart at the seams. Why did his dad insist on moving so much? How come his parents didn't have time for their only son? What purpose was there to being adrift at home where it seemed no one cared? That was why he had accepted the challenge of attacking Fenton--because then someone might pay attention to him and remember him outside school.

Yes, Mars was lonely and confused. Even bullies look for a fence that defines right and wrong. If parents don't provide it, who will? Having his "wanna-be-friends" group tell him what to do to feel wanted or special just provides more problems than it solves.

---------------------------------------Change of view--------------------------------------------------

Danny Fenton woke up when his sister gently shook his shoulder. The teenage boy rubbed a hand across his face and yawned before getting ready for school. She seemed pleased that school was in session, while he just wanted to sleep some more. Maybe that's why she took it upon herself to make sure he didn't miss the alarm clock.

Breakfast consisted of cereal and fruit while Jazz chatted aimlessly with Maddie and Jack. Why those two almost always bought her explanations for Danny's unusual behavior puzzled him. He frowned as he remembered how easy the last week had been. It was almost as if the ghosts had reason to avoid Amity Park. But now they were back in force.

Jazz looked over at her blue-eyed brother. His face hadn't lost its sleepy look, so she knew that he hadn't had a full nights sleep. The redhead noticed, but kept quiet for now—if their parents didn't' want to believe their boy was Phantom, she was willing to oblige them by not saying anything.. A glance at the clock reviled it was time to go. So, she rose and hugged her parents before helping Danny pile in the car and drove to school. Why Danny volunteered to go to school almost an hour early when he didn't have class was unusual for him. She could see other students wanting to arrive early so they didn't receive a tardy, or spend a few minuets in the library doing homework.

Her science teacher Mr. Parker was another puzzle piece. She just couldn't believe how fast he was--he had stopped several fights when seconds earlier he had been on the other side of the school. There was the fact ghosts were real and attacking didn't slow him as it did many others. From what little she observed, Jazz was under the impression Mr. Parker had a deep, resounding need to protect civilians from. . . . something. He wasn't overprotective, but did have differences that most people couldn't grasp. She'd ponder this some more, later. According to Sam, Parker had managed to lift the laden carts up enough so she could pull them out from underneath. That was hard to believe as the carts were made to be immobile except without special equipment—at least when fully loaded and not on their wheels.

Her musings fled as she stepped inside the classroom and encountered the short, brown-haired teacher as he filed some papers. Time for class and her learning would not be interrupted by rampaging thoughts. Besides, the way he taught class made it interesting and fun--even for the kids who normally despised school.

---------------------------------------------Later-----------------------------------------------------

Tucker grinned as Sam stepped down from the Fenton household. "I told you he would have left with Jazz. I did call him you know."

Sam didn't even bother glaring at him as she started off for Casper High. "Shut up, Tucker. I was hopping to talk with both of you before class, but now, it'll have to wait until after school."

Tucker ran to catch up. "Talk about what? Why do you not want to discuss it during lunch?"

The goth turned and glared at the African American. She continued walking while facing backwards. "Lunch time isn't isolated enough and there isn't enough time." Sam swiveled so she was walking properly again. "There's something off with Mr. Parker."

"You're telling me." Foley was sarcastic. "I agree, I mean, how many people (adults and kids) are mentally able to take charge like he did. He didn't seem shocked either, even though it was the first ghost attack since he arrived. Most individuals freeze or panic. Not him. Why? Maybe being from New York prepared him a bit for happenings like this, but . . ." Tucker shrugged. "If the science teacher was a Guy In White, the class wouldn't be as interesting and he would have attempted to isolate everyone instead of helping them out."

Sam sighed theatrically. "Fine, have it your way. Yes, the teacher is strange but that's his personality. I disagree vocally. In fact--"

"Hold up." Danny shouted at them as he ran forward to meet them at the edge of school grounds. "Sam, I heard you shouting from the library. It's almost time for class. Come on."

The discussion was silenced as other students and classmates showed up and also headed for class. Little did any of them know, what was in store for them and others.

----------------------------------------------catch you next time---------------------------------

p ----------------------------------------kidding----------------------------------------------- /p

Peter Parker had survived his first couple of classes without a hitch. But the next class period was the most problematic as Mars was assigned to be here. There wasn't much telling what would happen today.

Peter carefully watched every face that came in. No one seemed unduly harmed by the ghost attack last school day. The students seemed to understand that today was not a good time to misbehave.

Parker mentally frowned when Mars came in. His long black hair was a bit wild and his green eyes didn't focus. In addition, the freshman didn't respond to the insults aimed his way and took no apparent notice of discussions around him. Parker began the lesson, abet hesitantly.

Most of the students gave quick shouts of glee when the lights went out and the overhead projector was lit. These notes they liked doing because they didn't have to listen to a lecture and could doodle instead of copying as instructed. Imagine their delight further increase as papers (with the notes pre typed) were passed out. This was different. Sure the other subs had done similar stuff but that was when they didn't have time or energy to deal with them.

Nathan took the time to pull out clean notebook paper and made hearts and cards. He made a lot of noise and was a distraction to the kids next to him as he went on and on about how Valerie would like this so much she would be sure to take him to the prom in two years.

Mars noticed none of it. He was lost in his own little world and the teacher new it through observation. At least he had prepared for this possibility. Sure, having several lesson plans were difficult to prepare and modify as needed, but when obstacles such as this appeared, it was imperative to appear in control. Besides, this allowed him to recharge slightly as well.

The last class of the day though held a second surprise for the teacher. When Valerie Grey came in she glared daggers at him and seemed to barely hold her contempt in check. Sam Manson just watched him carefully--she gave him more intense staring than the rest of the class except for Valerie. Tucker Foley kept glancing around and didn't write the notes down--he recorded them on a PDA. Danny Fenton struggled to keep his eyes open and not nod off. Dash Baxter, in contrast, completely ignored the teacher--aside from the occasional spit wad that never connected. What was with these kids?

------------------------ch9-------------------------The real end----------------------------------------

Do you have Suggestions or preferences on the story line? Please review.

**Edited April 21, 2007. This has been edited, so past replies may be inconsistent with the storyline.**


	10. Nightmare attack

**Chapter ten of A Phantom Spider, edited April 22, 2007**

Thanks to: Plushiemon, **JC,** at-a-glance, **Bombay**, SpartanCommander, FantomoDrako, and lynn138. Remember, both flames and suggestions are appreciated and taken with good humor.

**Disclaime**r: I am broke, so send no bills my way. I also cannot afford a lawyer, so please be polite and ask if you wish to redistribute. Much thanks.

. .------------------------------ch10-------------------Uh, hello today-----------------------------------

In Wisconsin, Vlad Plasmius paced in front of a ghost portal. Someone familiar with the Fenton Portal might have noticed a similarity between this one and the one back in Amity Park. That was to be expected since the blueprints used to build this one were based off the experimental portal Jack Fenton and friends Maddie and Vlad made in college.

Fright Knight pulled up through the swirling green wall. "It is done," announced the black ghost.

The blue vampire nodded fractionly. "Good." With a flash of black, Plasmius was gone and Masters stood in his place. The human turned to the side where a mechanical ghost approached from the wall. "Skulker, report."

The newcomer saluted improperly, as he came to attention before summarizing his trip. "Norman Osborn made his way to New York City and contacted Kin Pin, but not in person, so the insolent crime lord's position is unknown for now. I did do a little bit of researching of the minor nuances and found something interesting: Spider-man has not been seen for several weeks. In fact, DareDevil, the Fantastic Four and a few others have taken over his territory without fuss."

Vlad nodded. "That's to be expected." _I wonder who Spider-Man is. King Pin seems to be more informed than others, but if he doesn't know, who does? No matter, the plan will go forward without interruption_. "Keep an eye on Daniel, Skulker. I need to know if he stumbles into something." The rich man turned to Fright Knight. "There's a new teacher in Amity Park. Now, I know this is small prey, and normal humans aren't worthy prey, but he seems to have uncanny luck and has managed to change the school system enough to be a potential bother. You know how to take care of him." Vlad Master's smile was chilling, to say the least.

The horse-mounted ghost nodded once. Yes, this was something reserved for the lesser ghosts, but no one else could use the Sword Shredder with such spectacular results. With a neigh, his late, black horse quickly turned and galloped into the ghost zone, leaving the others in the mansion.

p . . . . . . . . . . . . . . /p 

The week after the attack by the Lunch lady had passed with no other attacks during school hours. The rest of the school week was calm. Nightfall was a different story as the ghosts managed to conquer their fear and dread of the unknown. Being dead, they were used to shadows and it made for great ambushes against humans.

It was Friday night, and Danny Phantom was battling an ectooctupus above the Manson Mansion. "Man, I wish these ghosts would take a hint and leave me alone. They aren't giving me a break and between school and homework, there's not enough hours in the day to do everything."

The green Fenton Phone pulsed as Sam and Tucker responded. "Yeah, but the low ghost attacks during the last couple of weeks are making us a bit paranoid. At least this way, you're too busy fighting to waste time wondering about the little things."

"True, but it's during these times I need to have mental energy to figure out how to beat them. Woops." Phantom spun quickly and flew up to avoid the latest barrage of ectofire. "Hey, watch it!" he snapped at the animal ghost. Belatedly, the Fenton Thermos was pulled from behind his back and aimed at the retreating mindless beast. Success. One less attacker tonight. "I recommend you start the movie, Sam. I'll finish checking the rest of the grounds for other stowaways before the opening credits are over." The ghost accelerated and spun over the mansion and surrounding yards, while keeping an eye on the lookout for a blue mist coming from his mouth. Satisfied that there were no invaders here, at this time, Phantom dropped through the roof and landed in the home theater next to his best friends, and prepared to enjoy the show.

. . . . . . . . . . . . . . elsewhere . . . . . . . . . . . . . . . . .

Peter Parker flopped into his ancient bed after arriving in his sparsely furbished apartment. He had stayed at school checking the homework and calculating grades for the first trimester. And to think he once thought a teacher's job was less stressful than being Spider-Man.

If he hadn't been so mentally exhausted, he might have noticed a blue glow coming from his closet. Despite his desire for sleep, he noticed a chill settling through his rooms. Although curiosity killed the cat, he was a spider, not a feline, despite having more lives than one. Sighing, Parker stood up and crossed the room. This time, concentrating, he felt something odd about the closet. Double-checking, the rest of the apartment yielded nothing else of interest, so he carefully opened the closet ready for almost everything.

Except, that. Parker blinked in surprise. What had invaded his room was a floating blue ghost in a janitor's outfit. That was not the strangest thing. No, what was more astonishing was the sight of old, empty cardboard boxes floating in the small closet.

They were covered with the same blue coloration the stout ghost's skin. Both glowed as well, but the ghost looked more transparent than the glow surrounding the boxes.

Parker looked at his intruder, cocked his head, and asked. "Name? Occupation?"

The startled ghost spun around and waved his arms; sending the cardboard containers into the apartment. "BEWARE! For I am the ghost of all things cardboard and square."

Parker quipped, "I can see that. What did these inanimate objects ever do to you?"

"Nothing. I control them and that gives me an edge few other ghosts have."

Parker just stepped out of the flight path of the cardboard boxes as they continued swirling around the room. "Phantom can't control anything as far as I know. According to your logic, he should be shaking in his boots."

The blue janitor shook his head and assembled the containers into a basic pile on top of which, he sat. "The young hybrid has no need to move items mentally. His human status gives his body all the raw power he needs to protect this town."

Parker shook his head and frowned in confusion—he'd seen and heard some pretty weird stuff, but this had to be close to the top of the list of impossible realities/truths. "Hey, Boxy, don't you think it would be easier saying prisms, crates, or cubes, instead of cardboard boxes?"

The glowing entity thought about it. "No, it's not as accurate. Besides, we ghosts don't respond well to change." The janitor shook his head and waved his arms. Immediately his throne disappeared and the apartment was filing with flying boxes. Traditionally, humans don't get along with the paranormal. So, . . ."

Peter Parker grinned. "Consider yourself obliged." The human stepped towards the center of the room and webbed boxers to the walls and floor while dodging other floating containers. He didn't let himself be distracted by the arm motions that the short, paunchy ghost nor the odd echoing quality that accompanied his every word.

The level two ghost and teacher from New York continued using the contents of the closet and main room to their advantage. Admittedly, the webbing gave Peter an edge, but only temporary, as with some effort, the boxes came free of their constraints.

Peter took the brief respite he had when the Box Ghost ran out of available arsenal and punched the intruder.

It didn't work, as the blue ghost had turned intangible while attempting to phase the boxes from the wall.

Their playful banter stopped when an ominous figure clapped his hands. "Pathetic," sneered one large black-armored ghost as purple flames burst from his helmet and hands.

The two others froze briefly before going into action.

. . . . . . . . . . . . . . . . . . . . Earlier, FK . . . . . . . . . . . . . . . . . . . .

A black figure rode his horse along the city streets. His purple flamed hair proclaimed his name and power almost as much as his armor and the shadows he commanded. To top it off, very few ghosts had steeds that were a part of them. Yes, Youngblood was an exception, but he was not worthy of anything, in the Fright Knight's opinion.

It had been a while since he had been to Amity Park. Of course, the last time he had been here, that annoying "protector" who called himself Danny Phantom had interfered greatly. This time experience and information provided by Skulker (he was a pain as well, but helpful at times, just as Pariah Dark was a pawn), guided the nightmare vision away from the Fenton household and other places the young hybrid was known to inhabit.

The black faceless ghost frowned unseen as he reviewed the address Plasmius had relayed to him. _This_ was where the human was holding up? Either the guy had a death wish or was overflowing with overconfidence. Only an idiot would hold up here where gangs ruled and police were afraid to go. The buildings spoke of abandonment, and the human elements (their emotions permeated everything) consisted of hopelessness. However, this is where Vlad's informer said the stranger was residing.

Fright Knight carefully dismounted and concentrated on invisibility. The pain was a buffet waiting to be absorbed by wandering ghosts, but he could not let himself be distracted from the primary mission. Slowly, the darkest figure mounted the stairs, looking in at the inhabitants. Most were a sorry state, but a few were sane enough to know something was up. The young ones were stuck in the endless cycle of abuse and dependency unless someone noticed them and pulled them out physically. The black ghost hissed in anger. Peter Parker was not on this level or even the next. No, the target had the guts to live on the top level.

Shock made itself evident in the Fright Knight's attitude, as he made his way inside to the last unchecked section. Something was protecting the room or its inhabitant. No matter, it was not strong enough to keep him out.

Once inside, he was shocked to see the human target place an excellent blow on the Box Ghost. Too bad it didn't connect. The human had excellent potential as a warrior. Unfortunately, his job required him t attempt to break the human's spirit. If he remained intact, good. If not, then the human wasn't a fighter at heart but a facade.

It was time to interrupt the festivities. So, the Fright Knight clapped and let the fighters know there was an observer. He also gave his opinion of the show. "Pathetic." Anger blazed inside and he didn't care if it meant revealing his exact location.

To his disappointment, he saw the Box ghost retreat. The brown haired human though surprised him. The adult attempted to attack him and showed his experience in fights. But the Fright Knight was a ghost and not limited in defensive capabilities, or moves that reduced potential injury. Intangibility sufficed even better than dodging. It shocked the human and gave the Fright Knight a perfect view of his neck and chest. The black ghost pulled his sword out and aimed for the mortal. A perfect shot.

. . . . . . . . . . . . . . . . . . . . Earlier . . . . . . . . . . . . . . . . . . . . . .

Something was wrong. Danny could feel it. In fact, he couldn't focus on the movie at all even though it was a very good one. Sam and Tucker eventually gave up on trying to ignore Danny's jitters. "For Pete's sake, go find out what's bugging you."

Fenton tried to apologize and managed to sit still for half an hour or so, but eventually gave up hiding his restlessness and flew up, outside, searching for the greatest disturbance. It took only a few sweeps to find the cause of his uneasiness. Fright Knight's horse was calmly waiting by a section of compacted housing. That was bad. He rushed inside the apartments and saw the powerful, nightmare-inducing ghost standing over his science teacher. Phantom wasted no time in flying towards the prone adult and touching him in an effort to make them both intangible. To his shock, the teacher dodged the deathblow with amazing quickness.

Too bad the movement occurred a bit late—his arm was sliced before Phantom could grasp his other arm and turn him intangible. Phantom's gaze was captured by the sight of human blood on the Fright Knight's Soul Shredder. The two ghosts traded uneasy glances before the hybrid was also cut and dropped on top of the fading human.

The dead warrior stepped over the mess and was unprepared for Parker's grasp at his boots nor the reflex action that pulled him down, impaling the ghost on his own weapon.

Both full ghost and human/ghost hybrid were pulled through the rip in reality, the ectosword had opened up, and the human's spirit followed. Back in the apartment, green ectoblood mixed with red iron-based blood near the body of a comatose human.

-----------------------------------------------Bye for now.---------------------------------------

**JC:** Nope, Mars isn't Venom. Although, one never knows if an ill known enemy will make an appearance.

**Bombay:** Thanks and I'm headed that way.


	11. Changes

**Chapter eleven of A Phantom Spider, edited April 22, 2007**

**Disclaime**r: The only thing I own of the story is the plot and maybe Mars. All recognizable characters and other items belong to others who may (or may not be) famous/well known.

More coming soon, but wanted to put this up before I forgot. Thanks to my fabulous reviewers: PotterPhan21, **Phillip Clark,** FantomoDrako, Horselvr4evr123, SpartanCommander, at-a-glance, lynn138, Plushiemon, Me-agaisnt-the-world, dragonflysky and Draconic Ban-Sidhe.

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Previously: Peter Parker, Danny Phantom, and Fright Knight were all pulled into a nightmare world curtsey of the Soul Shredder, and spilt human blood.

The ghost and hybrid were absorbed by the hole above the human's body and suddenly, a comatose human lay alone and bleeding. Green ectoblood mixed with red- iron-base blood.

------------------------------------ hl , hr ---------------------------

Parker fell victim to the cutting blade. It hurt.

A cool white hand grasped his unaffiliated arm and though the sword continued digging through the skin, the wound dint' grow. The other arm still hurt though.

Adrift in a cascade of memories and fears, Parker missed the sight of Phantom receiving a beating for his interference. He wasn't so far got as to allow his attacker to leave unchallenged. It was Parker's body that managed to bring the black towering ghost down, not his consciousness.

The past and present threatened to drown Peter Parker's mentality. He saw his parents as they hugged him for the last time. He relieved the death of his uncle, the final fight between him and Venom, Sandman, and other late enemies.

He heard the screams of innocents as they were crushed beneath the rubble of the twin towers, the pleading of children as he attempted to stop their fatal plunge downwards.

All the headlines that the Daily Bugle published declaring Spider-man a villain came back to haunt him.

The rants J. Jonah Jameson had about anything and everything—particularly concerned with the wall-crawling joker.

Throughout it all, a deep intonation repeated itself over and over: "With great Power comes Great Responsibility."

His early years at high school resurfaced and he recalled with shame all the times he gave up and allowed his lunch money to be taken and the times spent inside his locker.

Not soon enough was the nightmare over as Parker managed to push the past back to where it belonged. He almost gave up, but found hidden strength that allowed him to overcome the Soul Shredder's attack. The second person uniting against the distorted truth helped, some, but not as much as his mental encouragement.

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Danny Phantom felt his teacher pull away mentally and knew it wasn't of Parker's own violation. Just as he turned towards the attacker, the sword brushed Phantom's arm and left behind a trace of blood. He frowned. The Soul Shredder was not designed to draw blood; in fact, unless a ghost changed his weapons to attack humans, all weapons that accompanied their owners to the ghost zone just weren't as effective against humans—energy beams didn't count.

Before Phantom could let go, he found himself being pulled into the black pit that the Fright Knight had opened up. The images, sounds, and other sensations threatened to overwhelm his mind, but he refused to let himself close down. While bombarded by stray thoughts not his own, he felt a weakening mind search for energy to push away the attack. Phantom let his power pull him and the human out of the liquid nightmare.

Abruptly the two fell in a park. Immediately Parker was standing up and had crouched down into a fighting stance. Although Phantom had landed on top, he had been trying to turn intangible so he didn't think it odd that the adult was up, unhurt.

The ghost pulled himself to his feet and got a good look at their surroundings. Although the sun was up and the ground was green, there was no warmth available and he shivered. Yes, the two were in a park surrounded by trees and bushes; however, above the green canopy Phantom thought he saw grayish lines and walls. He frowned and flew up to see over the living obstacles. He didn't notice the brown-haired, human join him by jumping into the branches.

Up above the new growth emerging from the old wood, Phantom saw New York for the first time in his life. The place was huge and noisy—not to mention dirty with trash and smog. But he saw none of that, too enthralled in the skyscrapers that seemed to touch the clouds. Some were blocky and old looking. Others were more streamlined but still reflected little. A few seemed entirely made of windows and strategically placed support beams. Out of the corner of his eye, there was a teal-green figurine; at this distance, it looked to be small enough for him to hold it in his hand. It was the Statue Of Liberty in all its glory. "Wow." There were no words to describe the site.

"Magnificent, isn't it?"

Shocked, the skin pale (okay, albino like coloration) ghost almost fell as he turned. There, beside him, looking in the same direction was Mr. Parker, who looked over to the side and hid the pain memories invoked. "Over there, where that newest building is being worked on, is where the Twin Towers once stood. At least the Statue of Liberty is still standing, although no one is aloud to climb to the very top anymore. Such a shame."

The black-and-white clad kid glanced over the area that Parker was pointing to then back to his teacher. After the shock of being pulled into someone else's personal hell had worn off, he preceded to dismiss any oddities as just his overworked imagination. Still, it was hard ignoring the fact that his teacher stood on the top branches of the oak tree as if they were as steady as a normal walkway. "If this is your nightmare, where's the fear and attackers?" he wondered out loud.

Peter Parker gave a rare smile. "We pushed the first part back. Thanks for the assist, by the way." He shrugged. "Waiting and uncertainty are their own hell. Sometimes not having enough time to soak in all the changes makes the situation less real and menacing." The two stood in the tree canopy, watching the sun emerge from behind the midsized skyscrapers. Bystanders were ignored and remained faceless as the crowd fluxuated in size and shape. "Who's the medieval black ghost and wad does the weapon he cut me with do?"

Phantom continued looking at the skyscrapers. "The purple flamed ghost calls himself The Fright Knight. He's pretty strong in his own right and he carries a sword through which he can control his power of designing nightmares based on the victims' fears and uncertainties. He calls the sword a Soul Shredder, which accurately describes what happens to humans."

Parker's skin crawled. "So, part of this power is an ability to smother an opponent with the weight of their fears? Talk about staking the odds against you."

Phantom smirked and turned to fact the adult. "Yep, it really brings out the opposition and forces one to use everything to survive intact." The ghost frowned before looking down. "The one time I was attacked with this weapon, I wasn't transported to my past but was stuck in a formless shadow world where my opponents came at me. Of course, a human from Casper high was also transferred to the same place and our fears tended to combine before attacking to limit our resistance and thus increase the drain of our souls. I don't recall how he escaped from that place no worse for the wear."

Peter didn't interrupt, and leaned against the trunk of the tree. "It's possible the Fenton's might know more, but I doubt it," continued the kid. "Humans don't' tend to make jaunts into the ghost zone. A lot of ghosts also avoid contact with the living. I haven't been dead long enough to fully understand the preferences powerful ghosts have for isolationism. Most of us though, are rather private individuals."

"To the best of your knowledge, which of the more powerful ghosts have made appearances here on earth?"

"Plasmius, but he haunts Wisconsin. Pariah Dark invaded Amity Park not too long ago, the Fright Knight has shown up once or twice, but I can't recall any other specific ghosts."

"What about yourself?"

"Me?" squeaked Phantom. "But I don't haunt, I protect," he protested.

"Maybe, but you've still shown up and fought invaders. Besides, the Box Ghost said you were powerful in your own way. Something about humanity."

Phantom would have responded to that, but he paused when thunder rolled over the park. He glanced up in shock—there were no clouds in the sky.

Parker had a slightly different reaction. Instead of scanning the sky above, he examined the horizon and groaned when a green blur moved towards them.

Phantom's head spun towards the science teacher at the groan and he watched in shock as the human pushed himself off the trunk and hopped/ran away along the treetops. He turned to face the direction Parker was headed away from and spotted the flying figure on a lightning bolt.

Phantom had no time to question the sight before placing himself between the two figures. He almost dropped in shock when the green flying humanoid produced a glowing yellow ball and threw it at the trees, towards the retreating individual. Flames and heat emerged from the contact between the ball and living wood. Smoke quickly filled the air and Phantom flew up, sputtering from inhaling the black soot. By the time his vision cleared, he looked downwards and found the entire garden ablaze and Parker in free fall, thirty feet above the street below.

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Parker's body shook from the effort of repelling his fears—he hit the ground hard, but immediately rebounded and landed on his feet. . . . . . . . . . .

The young man followed the ghost boy into the trees—he needed to know if using Phantom's energy to pull them out of the black pit of fears had in anyway linked them mentally. Besides, he hadn't forgotten the questions the Box Ghost raised up and this was a perfect opportunity to discover how Amity Park's protector acted in "normal" situations.

Gathering the name of the attacker back in his apartment meant trading information about his past, but that was all right—who would the ghost tell? Too bad the knowledge about his current situation did nothing to change their circumstances, but might prove helpful in the future. He listened intently as Phantom recounted what he know as was astounded when the kid seemed to beat himself up when he couldn't be more specific. Was this what BG had been referring to he stated that Phantom had human status? The ghost kid did have a better grasp of what was commonly known as humanity—emotions, understanding of idioms, and similar things.

Parker broke off that train of thought when his spider-sense activated, a twinge at the base of his neck was the first thing he felt—which meant possible danger—but this quickly moved into a buzz that accompanied a need to move now. Before locating the danger area, Parker asked one more question. Either the kid didn't see himself as powerful or he revealed another human habit when he left himself off the short list of powerful ghosts interacting with humans.

As soon as Parker spotted the yellow-green figure, his reflexes took over and he fled the scene as fast as possible. Electro was on the rampage and standing still was suicidal. Too soon, the manicured park was engulfed in red flames and he ran out of canopy to evade the powerful maniac. After jumping did he realize that the gap was too wide to make a successful landing, but he figured it was better to fall and severely injure himself than become fried charcoal.

Well, he neither hit the far wall hard nor smashed on the street below. He'd been expecting to smash something and bruise himself badly, but this lack of impact shocked him. What did happen was he flew through the walls as if he had become a ghost. A quick glance up revealed why, and explained the freezing cold-gloved hands on his arms. He would have enjoyed this flight more if Electro hadn't been following and spelling destruction for all obstacles between him and his prey.

"Phantom."

"That's me." The ghost boy retorted while supporting their flight and increasing their forward momentum. He spun around empty hallways in an effort to loose their tail.

Phantom heard the tortured screech of exploding metal and grimaced. He wasn't going to try that again. This electric guy in a green costume was almost as deadly as Dark Dan from the alternate future. _I wonder how he was able to move so quickly. Super speed, maybe, but I doubt it despite the lack of other explanations._

Peter was glad for the lift and almost cringed when the pilot headed away from the building at top speed. A quick glance behind revealed Electro on their tail and a gaping hole in the building. He hissed to himself. Off on their right, the East River sat between century old buildings. "Phantom, can you phase us through liquids? Good. Drop down the river and go deep. One of Electro's weaknesses is water, but he can evaporate a week's worth of water in an instant."

Phantom wasn't sure about that, but he followed the instructions. Electro followed them exactly. In his haste to kill someone, he didn't see the trap until he had drenched himself, and by then, he was out cold.

Phantom pulled up out of the murky bottom and let go of the teacher. He was shaking from shock and exertion, but it was tempered by exhilaration as well. "Well, that was different."

Behind them a cornerstone landed with a thump, flattening a car. A second cement block splashed into the river, drenching the two as others fell closer. Parker jumped onto the roof of an intact van and shielded his eyes. Phantom flew up and got closer. The ghost frowned. "Looks like cables with sharp points are tearing up an old fashioned mall."

Parker also saw the "cables" and groaned aloud. "Great, Doctor Octopus is free, again." His brown eyes seemed to blaze with internal anger and rage. He turned towards his companion and seemed to want to say something before giving it up as a lost cause and ran to the half-demolished building, leaving the ghost behind.

Phantom was confused. _If this is Parker's nightmare, what's he afraid of? And who is this doctor guy? Hey! _He belatedly noticed the teacher heading towards the destruction zone. The black clad kid mentally shrugged and followed.

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**Phillip Clark: **that wasn't my intention. Thanks for the input though.


	12. Double stuff

**Chapter Twelve of A Phantom Spider, edited April 24, 2007**

Thanks to my reviewers: PotterPhan21, Horselvr4evr123, Plushiemon, Me-agaisnt-the-world, at-a-glance, SpartanCommander, and **Philip Clark**. (changed, but thanks for the help).

**Disclaime**r: **Disclaime**r: Nope. I don't own Danny Phantom or Spider-Man. Wrong age group. But I am a fan of well-done stories and movies/comics.

----------------------------------------------------------Back to the story-----------------------------------------------

Peter Parker didn't notice when the floating spectra followed. All he had eyes for was Dr. Otto Octavius and the hostages the villain almost certainly had stashed somewhere. It was one of the fat-tentacle dude's favorite strategies to get Spider-man's attention. However, Peter Parker was fresh out of brightly colored spider-man costumes and no normal civilian wished to wear the trademarked design that signified one of several New York vigilantes. Besides, this was a nightmare not the real world—a very realistic nightmare but still not a portal to reality. While running towards the armored man Parker debated possible reactions to revealing his secret identity.

Ultimately, the decision was taken from his hands. Milliseconds before he dedicated himself to fighting with everything he had, his Spider sense blasted madly about incoming danger from above and to the right. Reflectively, Parker dove into an open manhole; for that was the safest place to be. As he jumped in headfirst, he twisted himself in midair so he was no longer falling with his head leading. Above, the street erupted in flame and an eccentric crackle filled the air. Phantom followed dutifully.

Thankfully the sewer system hadn't been overloaded with trash lately and appeared to have gone through a flashflood that cut some of the stench and grime back. The black clad ghost blended in with the shadows and ruins of the ancient tunnel system. Phantom glanced upwards as more buildings exploded. Mixed in were strident screams of pain. Peter closed his eyes and had to remind himself that this wasn't real. Unfortunately, the memory of death cries was real and very effective in its job of robbing Parker of his sanity.

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Danny Phantom, Amity Park ghost protector, did not like the look of things. What horror movies he had watched paled in comparison with what he was hearing now. He had to know what was happening above ground and tried duplicating himself. He was successful, and the clone flew upwards and looked about keeping an eye open for trouble. The sight sent a shock wave through him and the duplicate was reabsorbed; though the memories remained. Danny shuddered: "There's a transparent double structured skyscraper disintegrating. I take it that's part of your nightmare?"

Parker opened his eyes—even in the dark they shown bloodshot red and teary. "It's only one of many failures that leave me awake at night." His voice was strained and heavy with unshed tears but the words were understandable. "I take it personally when someone dies under my protection. The attack on the twin towers is just my biggest failure to save lives."

Danny was shocked to say the least. His science teacher wasn't behaving as the hybrid had expected. Sure many people hated the helpless feeling that permeated the United States of America after September 11, but this reaction was more extreme than what Danny was used to. Then again, Parker was an unresolved mystery—just was just more fuel for the fire that wondered how normal Parker was. While he stood there trying to make enough sense of it to respond, a shock wave vibrated through the sewer system and practically blasted them off their feet.

Parker grimaced again and muttered: "Not him, not now." Off to the side a section of the cement wall broke down under pressure of an unstoppable force. A huge man wearing torn war fatigues stood over the rubble. He was not handsome to say the least and, although well muscled, had a potbelly.

With the dust swirling in the air, the intruder stepped inside and swept the area with his beady eyes. Once he spotted Parker, he grinned; which was not an improvement as it revealed yellowish, uneven teeth. "There you are. Prepare to become a pancake." Wrists and knuckles cracked, before the monstrosity began to run towards, them; turning all obstacles into splinters with his passing.

Phantom had had enough and jumped forward to intervene. He flung a green ectoball that connected before placing up a shield that shoved the intruder to the side. The ugly face was flooded with shock and anger. "NO ONE has ever deflected the Juggernaut!" he thundered.

Phantom did his best to keep the invulnerable maniac out of reach of Mr. Parker with limited success. Every hit he absorbed did manage to turn the guy slightly, but he lost ground just as fast. The one time Phantom tried stopping the Juggernaut head-on, Danny was pushed into the wall.

Phantom hit the Juggernaut with a few well-placed fireballs that had no obvious effect. In fact, this guy shrugged off all attacks like water. It would not do to enrage the guy with quips or jokes because he was already an almost-unstoppable force.

Meanwhile, the air was becoming increasingly heavy with soot, ash and heat; making it harder to breath. Phantom made one last fireball and gave it all the energy he could spare. Unseen by either of the two combatants, Parker's eyes sparked as he threw a web ball. Following the green blast was a grey blob that stuck instead of dissipating like the ecto weapons had.

Parker took advantage of the momentary distraction and pulled Phantom off his feet before running full speed down the tunnel. This, despite being slower than Phantom's top speed, still brought tears to his eyes. The two practically skimmed across the ground, and turns had them running up the wall, so great was their speed.

Too soon, an ominous cracking followed. Peter abruptly stopped and would have given the ghost whiplash, if he was alive and subject to human weaknesses. Above them, the ceiling shook and clods dropped down steadily. The perpetual darkness was broken by pale beams of sunlight that found paper thin cracks that connected to the surface. Unfortunately, the cement walls were not thick enough to drown out the explosions from outside. Peter hurriedly studied the ceiling and fading reference numbers on the surviving beams.

Phantom belatedly phased through the grip on his arm and turned just as the Juggernaut crashed through the demolished wall behind them. Miraculously, Peter avoided all the flying splinters that filled the air. Of course, the ceiling became shakier and it began collapsing in slow motion.

However, it did not collapse fully, nor were the three individuals underneath buried. A thick mechanical tentacle smashed through the falling rubble and flung it far and wide, leaving Phantom and Peter Parker exposed in an every increasing beam of light.

Three other mechanical limbs followed and surrounded them. A thick man with an unflattering hairstyle came from the center of the . . . . things. Peter grimaced. "Couldn't wait to meet the action today, could you chuckles? Let's not forget the meeting with laughing buddy back here." He lazily pointed a thumb towards their pursuer.

As the pudgy, pale newcomer looked on with distaste, a flame jetted by and an orange pumpkin landed at their feet. Phantom tensed, but Parker was unconcerned. A human wearing green exoskeleton arrived on a hover board and pushed his way in front of Octavious. "Well, what to we have here? Two sewer rats!" His deep, mechanical voice cracked crazily before the flying human shuddered in laughter. The green one picked up another orange ball from a bag and juggled it.

i ----------------------------------------------------------------------------------------------------------- /i

Parker was dead tired of the flight from some of his greatest enemies. He had to keep reminding himself this wasn't real. Phantom did an excellent job at holding off the mutant, but the scientist in him noticed slight changes from the one time he'd fought the one called Juggernaut that revealed not all was as portrayed. Right now he didn't really care if this was a dream or not. It was time to unmask the one who had the audacity to stab those who risked life and limb to save others.

Peter turned towards the deadly and unstopable mutant. "Show yourself, Fright Knight." Phantom gasped and everything else froze.

The Juggernaut's image rippled and the dark warrior allowed his real features to come forth. "Nice job, Parker. I didn't expect to have to do this so soon." He stepped around the obstacles and started walking in a large circle around Parker. He didn't have to step around the walls or even illusionary enemies as he was a ghost and they were non-substantial anyway. "Although I admit to being surprised to see Phantom here with you. I desired you to suffer alone so I could taste your fears, but then, this," he pointed towards the Green Goblin, the rubble of the Twin Towers, Dr. Oct, and other megalomaniacs with super-strength that were mere pinpoints in the distance. "This isn't your greatest fear; even though it does motivate you."

The Fright Knight turned slightly to look at Danny Phantom. "A ghost helping a human. How pathetic, but helpful in this case." No emotions could be seen on the face hidden in shadows. "It's time to up the ante before I release you." In the darkness, it was impossible to see the shoulders shrug, but sound carried and gave that impression as metal and leather rubbed against each other. The black ghost lazily waved a hand and the scene abruptly changed.

Instead of being captive in a broken sewer pipeline, the three of them found themselves up on a flattop skyscraper that was miniscule compared to others elsewhere in Manhattan or even New York City in general. Off to the right stood the Brooklyn Bridge and the green goblin hovered around hostages on top of the cables. Elsewhere, Dr. Octopus was in mid-leap and seemed destined to land on a speeding subway train. Of to yet another side stood the building that held the wrestling rink near which Peter's Uncle Ben was shot and killed. There were many other buildings where villains had fought Spider-Man and lives lost.

The Fright Knight waved a hand to show off his handy work. "Do you like it? I had to modify the city a bit to give you a chance to save memories of those lost. See how well you do—may your losses outnumber the saved. The clock is ticking, so make your choice wisely."

With that, the full ghost turned to the irate kid. "This is not your fight. It is time to meet your destiny."

Parker didn't wait before swinging down and swooping around cars and racing along. He would not be late again.

u ------------------------------------------------------Anybody think I'm evil yet? ------------------------------------------ /u

Phantom was stunned by the sudden attack, but he recovered quickly. He tried dodging the older ghost, but gained no ground. So the two traded blows that thrust them into the buildings and other structures.

Too soon, the fight moved to residential areas and homes were quickly demolished under the intense fight. With a sly grin hidden by his helmet, the Fright Knight made a strategic retreat towards the park and let the halfa keep up. Once surrounded by trees, he let loose an electoblast that hit Phantom. The kid grunted in pain but kept coming and threw some glowing spheres of his own. Fright Knight dodged them. Let's just say the paranormal powered fight between the two was changing the infrastructure of everything it touched.

Phantom wanted to harm the ghost that dared to harm his teacher. In fact, he still had a score to settle with the purpled flamed ghost and wasn't above taking his frustration out on this dude. He winced every time the full ghost maneuvered out of the path of a well placed hit, but didn't pay attention to where they landed.

The Fright Knight changed fighting techniques to keep the youth guessing at his next move. This time instead of retreating further away from humans, he flew towards Phantom and phased them closer to dumbstruck crowds and panic stricken law enforcement. Now, he aimlessly threw out bursts of ghost energy that hit everywhere except Phantom who had placed a shield up. The mob screamed as individuals disintegrated and others were buried beneath rubble.

Phantom looked like he had taken a major punch to the kidneys and he paled amazingly as he disappeared through the ground and his green eyes blazed alarmingly. Seconds later, the Fright Knight was hit by a powerful blast that knocked him down for a precious second. However, he still managed to turn the "death blow" into a glancing blow that didn't even stun him. Quickly the ghost boy was trapped as the horseless one changed his attack pattern to marshal arts. While his prisoner struggled to get out of the headlock, he looked around appreciatively.

The humans were no longer faceless or even strangers. No, Phantom's fear had manifested at the last second, and everyone now wore the faces of the Fentons or one of Danny's friends. The Fright Knight paused to examine the faces of the no-longer-faceless dead. Phantom's family and friends were shown in a variety of death poses; the view was delicious in a way--he hadn't lived in the Middle Ages without developing a taste for death and pain and suffering. It was the way of a knight to follow a king's orders no matter how distasteful or unpleasant. Even if he was eventually assassinated by his son who was later killed in a peasant revolt.

The Fight Knight's burden had somehow managed to escape. _How_ he thought before recalling that he was not human but a ghost. _Of course._ Ghosts could turn intangible at will, and he hadn't been concentrating enough to keep the kid contained.

Phantom speed up and moved so quickly, it gave the Fright Night an impression of being trapped in molasses. Before the older purple ghost could blink, his sword—the Soul Shredder—was no longer under his control and Phantom sped off towards Parker who was still trying to delay the "bad guys" or even distract them completely so the people had time to find a semi-safe spot. The ghost boy just followed the screaming laughter of the idiot in the green exoskeleton. That dude was seriously deranged.

b --------------------------------------------------------------------Should I end now? Naw----------------------------------------- /b

Parker did not stop for anything. He had a second opportunity to make things right and if he failed, he would go down with the knowledge that he did his best. One jump across the street and the thief that would have shoot his uncle dropped down, unconscious. Unfortunately, thanks to the nightmare ghost, he couldn't rely on memory to propel him towards the proper location. _Drat. . . . just . . . . Drat._

In fact, just as he prepared to run closer towards the river to save Gwen Stacy, his flight path was intercepted by one of Ock's mechanical arms. Bruised and battered, he still did his best to keep the scientist off center and worked towards a shot that would give him an opportunity to knock him out. It didn't work so well with the arms moving at the speed of thought and almost indestructible. Plus there were four of these suckers and a train-full of people to protect from his insanity.

Several "thunderclaps" later, and the train was stopped, but the engineer was dead and many passengers were severely wounded—maybe having the good doctor smash the engine in order to remove a "spider-man wanabe" from existence wasn't the brightest idea, but it worked—although the effects would later haunt him.

Later, while keeping Sandman out of his forte, he wondered: _I can't believe my enemies are this dense. Here, __**Peter Parker**__ is fighting them will all the Spider-Man __**characteristics**__—a.k.a. bad jokes, wall crawling abilities--but none of them seem to have made the connection_.

Minuets later; despite being severely wounded and on border-line exhaustion, Parker pulled himself up onto a major support beam that held Gwen Stacy, Mary Jane, and other ladies he had rescued from atop this very bridge. The Green Goblin wasn't holding a cable that held a tour of elementary kids currently. No, tonight he was crackling eagerly. Off to the side, a second green figure arrived: this one on wings instead of hover board. His face wasn't pretty to look at either. Once he "flapped" in, among the trapped crowed, the Vulture started slashing cars open just because he could.

Peter Parker groaned again. "Oh, great. Now I have to deal with the Vulture and Green Goblin. Can this get any—wait this is a nightmare, so that cliché will make this much more impossible. Drat." He mentally shouted more foul words and cursed his enemies. Physically, he punched the reinforced steel so hard, it dented. He finished climbing up while two of his enemies were distracted by the other's presence. All too soon, both green clad men recovered and focused on attacking him.

At least he had had time to construct a crude web ladder that allowed the trapped ladies to slide down towards relative safety. However, he had forgotten that the Vulture's wings could shred anything, including his webbing, and the last one on fell into the river many feet below. Then there were the Goblin's pumpkin bombs. Greenie #1 activated one or two and threw them among the survivors. One explosion destroyed the road and cut a hole through numerous vehicles, while the other was a type of radiation that killed those within a specific, undetermined radius within seconds.

Parker knocked the Vulture out and turned towards his first real opponent just as the Goblin threw yet another bomb. Before it landed though, Phantom few by and thrust the stolen ghost sword into it and mumbled something. Off to the sides, his vision started turning and Parker almost passed out.

Back inside his apartment, Danny Phantom was thrust out and the Fright Knight followed before Parker snapped back to reality. Waxing sunlight shone threw holey curtains, and there was murderous rage in Parker's eyes as he recovered his mental equilibrium and the two ghosts groaned—one from shock, the other from relief.

p --------------------------------------------------Now the end. Thanks for being patient---------------------------- /p hr size1 width100 noshade


	13. Aftermath again

**Chapter Thirteen of A Phantom Spider, edited April 24, 2007**

Thanks to the reviews from the following: Horselvr4evr123, at-a-glance, Plushiemon, FantomoDrako, PotterPhan21 SpartanCommander, lord lazy pants, fan-girls2.0 (Jenny), Me-against-the-world, and **JC**.

**Disclaime**r: Sighs. The only thing that I have to my name is Mars; all the rest is taken from either Stan Lee or Butch Hartman (name spelling?) but I have no intention of making money by ripping off their hard work.

p --------------------------------------------------------------------------------------------------------Slow update, but back to the story----------------------------------------------------------------------------------------------------------- p

Phantom flew out of Parker's nightmare and almost slammed through a thin wall. His hands felt empty. The ghost glanced down and noticed with a tinge of relief that he no longer held the Fright Knight's weapon. The ghost turned back towards Parker when a second black mass was thrust out of the nightmarish world. It was difficult assigning emotions to a mask, but still, the spectra seemed to radiate anger and shock. Phantom was thankful to be back in Amity Park, while the Fright Knight obviously wasn't.

Before the science teacher pulled himself upright, a bluish beam emerged from the hallway and entrapped Fright Knight. He struggled to free himself and would have managed an escape had a second beam not grabbed him and accelerated his loss of freedom. Even if all he could do was scream his rage, the purple flamed ghost still fought the inevitable. Once he was inside the portable ghost trap, it started shaking

A human shape moved over to the window and pulled the shade up, illuminating the room and showing three other figures arranged in the apartment. Phantom resigned himself towards fighting, before he recognized the people who had removed Fright Knight from the room. His mouth dropped open and he stammered in shock.

When the shade was pulled up, Parker's eyes watered briefly. Even before his sight had adjusted, he knew he wasn't in any danger because his spider-sense was quiet. He recovered in time to see his ghost guide express full range of human emotions—mainly shock. A quick glance around showed why.

"What day is it?" he asked, not astonished to hear his voice crack.

"It is Saturday, Mr. Parker, early afternoon" the gravel voice of Mr. Lancer answered the question as Tucker left the blinds open. "You had asked for my help on a few things and when you didn't come at the expected time nor answered the phone I became worried. I called for reinforcements when I saw a glowing black horse in the shadows waiting near the street." Mr. Lancer pointed towards the other two figures: Jasmine and Sam, both holding a Fenton Thermos, cap off.

Jazz and Sam were scanning the surrounding walls but glanced backwards once or twice to assure themselves their teacher was unharmed. Jazz spoke in the pause that followed: "Horses and other animals of burden are not allowed in city limits. Of course, normal animals don't glow either. I'm glad though that everyone seemed to have enough sense not to try to befriend the ghostly steed."

Tucker nodded, his red beret swishing all over the place with his exaggerated head movements. "Phantom's got a few powerful enemies, one of which rides a black horse that accompanied him in death. Sometimes, when the ghost boy has a few minuets he relates some of his adventures and tails. In fact—"

"Mr. Foley!" snapped Danny Phantom, "I would very much like to tell the story myself." He crossed his arms and leaned against the wall in an effort to disguise the shaking his body was doing. He told himself it was a combination of relief and exhaustion, refusing to allow what he had seen reach the surface and reveal himself as a young human teenager in need of comfort. No one, aside from his sister and close friends, should have any reason to believe Danny Phantom was, in fact, Danny Fenton.

Peter Parker nodded thoughtfully. "Thank you for ridding my living quarters of most ghostly apparitions." He glanced at the ghost kid in the semi-dark corner meaningfully, but kept a grin on his face. "However, I need a shower before I can face the world today." He stood up and headed towards the cramped bathroom.

Lancer got the hint and gently urged the three teenagers and ghost out the door and towards the stairs. Sam held back long enough for Danny to whisper, "I need to talk with you guys soon. The park?" She nodded. It would not due to go tramping through her mansion right now and neither Tucker's home nor the Fenton's house would do for this conversation.

Once outside, Phantom flew up and away from the urban section of the city. He needed some altitude right now and climbed up, into the clouds. There were a few fluffy, white cumulus clouds several thousand feet above the town. He flew around one and landed on it, reducing his tangibility to match that of the water droplets so he wouldn't sink through. Up here, there was no danger of harming anyone or anything if his emotional storm accidentally released one of his more powerful attacks. Phantom laid back and changed back to Fenton so he could absorb some of the heat rays, staying partially intangible. The wind ruffled his hair and he could have sworn there was a comforting hand on his shoulder, lending strength and encouragement.

After a while, Danny leaned over the edge and peered down, looking for anything that resembled Amity Park. He didn't see much detail but it appeared the town was no longer under his chosen relaxation spot so Phantom came back and Danny dropped down towards the ground, aiming for the gray flash of reflected sunlight. He soared through the air and might have been mistaken for a magnificent eagle by a distant observer who caught only a glimpse of him as he aimed towards his home.

p ------------------------------------------------------------------------------------------------------------thanks for being patient with me------------------------------------------------------------------------------------------------------------ p

Jazz Fenton stood near Samantha Manson and Tucker Foley as they waited for Danny to show up. Whatever he had seen or experienced had to have been bad if he was shaking obviously despite his attempts at hiding it. Of course, the only reason she noticed was because she knew her little brother well. In fact, that was one of the main reasons she discovered that Phantom was Fenton. What still boggled her mind occasionally was the fact no one else seemed to notice or were hiding their knowledge very well.

A cool breeze came from the trees behind the playground and metal swing set. Tucker and Sam had also felt the change and headed towards the path through the semi wild forest. A few meters in, they stepped off the path and found Danny Fenton behind some bushes that further hid him from casual glances.

"Hey, guys." He called; weariness was evident in his voice and body language.

"You needed to see us?"

"Yeah. Oh, I almost forgot. I need to call home and reassure mom and dad." Sam handed over her cell phone. "What's the story concocted this time?"

Tucker stepped over the bushes and sat on the pine needle covered ground next to Danny. "You spent the night at Sam's with me, then we all went browsing through the town mall and ate at Nasty Burger before recalling your parents wanted to know when you got up, and with their permission, the three of us are going to my house to do some homework."

Danny grinned at the explanation and proceeded to answer his parents' questions while relaying the information Tucker gave him. Sam and Jazz joined the two boys but didn't lie on the ground. Danny returned Sam's cellular phone after finishing the call before getting back to the real reason he needed to talk to them away from all potential prying eyes.

Danny Fenton gave a modified report of what he and Parker had faced. However, he did not mention the really odd things that he picked up. The teacher's speed was skimmed over as was how he was found to be on top of the bridge support—mainly because he hadn't seen how the climb was done—and the few fight scenes noted were hard to keep straight, so they were hashed but relayed as well as he could remember.

Jazz almost interrupted when Danny got to the point where he saw everyone he cared about dead and maimed, but stopped herself despite wanting to keep him from having to relive the painful memory. It was best that it be brought out and he had friends to support him, or even people willing to listen without comment.

Tucker gapped in the pauses that accompanied the retelling, but a hard gaze from Jazz kept his mouth shut even though it pained him to see his friend brought to tears and her his voice crack with unshed emotion.

Sam too, was moved by what he had seen. She had thought the possibility of becoming Dark Dan was bad enough but to live after seeing his close friends die—and take responsibility for the lose of life—well, it was infinitely worse. Despite her constant fights with her parents and need to be herself, she would be forever changed if her parents died with anger between them. The self-hatred would possibly have eaten her alive and left her feeling alone.

Danny concluded his tale with "Well, we knew Mr. Parker was fast, but he's been holding back on us—I got the impression he could out pace an Olympic runner and set new time records for marathons."

Tucker blinked as Sam snorted. "That's obvious. But why would he hide his speed. Unless," Jazz stopped speaking as she though of numerous reasons for their teacher to hid his speed. "Unless, he's a mutant," the elder Fenton child concluded with some misgiving.

The three friends traded glances. "I don't think so Jazz. If he was a mutant, Skulker would be after him as a prize specimen." Danny overrode his older sister's objections, about the ghost not knowing. "Skip, it. Ghost grapevines are a lot more informative and faster than the gossip teenagers' share and spread around. If Parker is and one of the inhabitants of the zone know, then Skulker knows and is bidding his time."

Sam raised a more thought-out objection. "The school board wouldn't knowingly higher a mutant, so either he is and somehow managed to avoid or fake all the tests and background checks, or he isn't and something else is going on." The goth defended herself when she got evil glares aimed at her. "My parents are rich people and they pay attention to the little details like this. I pick it up by osmosis."

Tucker grabbed his gear and headed towards town. "I don't know about you, but I'm starved. You wouldn't believe how having the Box Ghost come wake you up suppresses the appetite."

Danny stopped as he followed the others out of the semi-private area in the woods. "The Box Ghost told you guys I needed help? I can't understand that dude."

"Neither can we—and he was more concerned for his sparing partner than the town protector."

"Great, can this month get any weirder?"

p -------------------------------------------------------------------------------------------------------Time for Peter's reaction----------------------------------------------------------------------------------------------------------- p

While Peter was grateful for the Vice Principle checking up on him, the truth was he was feeling out of place and . . . disoriented if it was even possible. Here he was in a small city far from home and no one he really knew or trusted by his side. Sure he had a landline phone, but calling just wasn't the same. What he and Phantom experienced just sledge hammered the fact into his conscience and waking mind.

Water cascaded through his hair while he attempted to focus. It made no practical sense to let the day go by unchecked and, he needed time away from the apartment.

After getting out of the bed-wrinkled clothing and into fresh day cloths, Parker left his apartment and locked it behind him. Once outside, he headed towards the school even though it was a Saturday and detentions/extra classes were over. He made his way out of the poverty-stricken neighborhood and found Mr. Lancer driving up after dropping the kids off at the various homes.

The aging vice principle joined the new-teacher as Parker wandered aimlessly around the busy streets. "How come you were the only adult accompanying the teenagers? And what caused Jasmine to join you instead of the Fenton parents?"

"Jazz Fenton called me saying something about Danny's friends being concerned for your safety. I didn't expect a ghost, and they came prepared and are rather competent when facing the wandering spirits. There is also the fact I didn't want word of my fear of the paranormal reaching someone's ears."

Parker snorted. "I agree. Mrs. Tetslaff makes life difficult enough as it is. Then again, I am under the impression she hates being in second with anything. She is very competitive."

Lancer moaned. "You don't know half of it. Last year she outdid me in the haunted house challenge. I think the only reason she entered was because I was already on the list." He shuddered faintly as they turned towards the populous section of town. "Mr. Falluca isn't much help in potential dangerous situations and I do not want to have Ida Manson loudly exclaiming her heroics every chance she gets."

Parker paused momentarily. "I know a Samantha Manson, but of what relationship is this Ida?"

"Huh, oh. Parental Grandmother and a sweet lady but she does not conform to expectations that her son Jeremy and daughter-in-law Pamela have of people her age. I think that's where Sam gets her power to be herself." He continued on with the previous subject. "Damon Gray couldn't come because of his security job, but he also dislikes most ghosts—especially Phantom, not sure why, the family's not saying anything—rumored to be because one or more of them got him fired from his job at Axion Labs."

Parker's stomach growled and he gave a weak shrug before heading towards one of the fast-food restaurants nearby. "It's nice to know that someone cares for the safety of the students. Although," here he frowned, "Sam and Tucker are close friends of Danny. Why didn't he accompany them?"

Mr. Lancer's eyes widened. "I hadn't though about it." He was silent while he pondered the question. A sigh and shrug slowed Parker's snarfing down. "This isn't the first time I've seen the two teenagers without Danny. I don't know why he's absent when he is, but usually they either have a viable excuse that's not always believable or Phantom is there protecting them from an overeager ghost."

Parker added the newest puzzle piece to the collection he had already gathered. Maybe he could figure out what was going on before someone was seriously hurt. Meanwhile, the food was excellent; but that may have been his hunger speaking above the appetite appreciation.

p . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . One more scene change before today's wrap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . p

The Fright Knight was rudely ejected from the cramped space that was the ghost cell. He had half a mind to go back and fight them but restrained himself. It would not do to let his emotions control his actions. Besides, the humans had already released his steed, which was waiting for its master to join him. However, this indignation would not be forgotten,

While on the often-traveled path (for him and other Plasmius associates—most other ghosts avoided the place) the warrior pondered all that he had learned in the brief time he had been stuck in the human's head. He hadn't desired the two to team up and certainly hadn't expected both to enter the same nightmare, but it seemed to have worked out all right even though Phantom found an unnatural way of rendering the Fright Knight powerless. Apparently, his sword didn't need to be placed in a real pumpkin, at least while in dreams. He would have to watch out for that next time they met. Being in a dream also meant that he wasn't entrapped in a pumpkin either, which was the only thing making this loss even partway bearable.

Plasmius was pacing in his "ghostly meeting room" impatiently. When the Fright Knight showed up, the white-capped ghost snapped. "Finally! I expected you back sooner." He eagerly looked around his black clad employee, but saw nothing. The vampire-like-ghost's eyes glowed red with anger. "Why have you come back with nothing?" Vlad screamed and shouted.

Fright Knight waited for the human/ghost halfa to calm down. It would not do to report his "failure" when it was so obvious and while Vlad was in a fowl mood. Although, it might be worth his time to find out what had caused his employer to become so emotional.

"I send you after this Parker and discover you've had a fight with Phantom. Meanwhile, Skulker has had no success with finding Kingpin's location and the vultures are idiots not worth anything. Then I got a personal visit from one Green Goblin who came by order of the New York Crime lord to ensure that I not interfere with his plans and it doesn't' matter if I have no reason to believe that Amity Park is a training ground." Vlad continued venting his emotions unchecked.

Skulker phased through the walls that hid this hidden chamber and held out a hand towards the Fright Knight. "It is distressing to see my employer like this. You've managed to last longer than the others did. Even the Lunch Lady fled out of shock."

Fright Knight grabbed the offered hand and squeezed as tightly as he could. A human would have found his bones breaking but the ghost's hand just deformed and flattened unnaturally. "I am gathering information. How did he know Phantom was there fighting me?"

Skulker's metallic face grinned. "Plasmius has secrets of his own that no one else knows about." He became invisible when it was apparent Vlad was loosing steam in his rant.

Vlad Plasmius composed himself. "What do you have to report?" His voice was expressionless and approaching monotonic.

"Peter Parker is more than he seems. It appears his greatest fear is death of strangers that he was unable to prevent. Why that would stain his soul so, I do not know. He is stronger willed than most. There is something about him that is different from all other humans I have interrogated as well. But the pain and emotional outcry was sweet for one designed to grow off that type of power."

Vlad was interested at last. "Do tell." Thus, he got an unedited version of the nightmare from Fright Knight's point of view.

p -------------------------------------------------------------------------------------------------------------See ya all next week about this time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . p

I have reasons for almost everything I do, but I really take heart at the encouragement. Much thanks.


	14. Remeberance

**Chapter Fourteen of A Phantom Spider, edited April 24, 2007**

I like reviews, so grab some fresh cookies: A batch to LiLIndianPrinzess, **Phillip Clark**, PotterPhan21, Horselvr4evr123, **JC**, SpartanCommander, and Plushiemon. Thanks guys (and gals)

**The bunnies have been incorporated**

**Disclaime**r: Don't sue! I don't own anything and I can't run away! No mobbing please. I have emptied my pockets and there is nothing that gives me authority over Danny Phantom or Spider-Man. I also cannot out run anyone at this time, so don't chase me around town or out of the city.

p ---------------------------------------------------------------------------------------------------------------A/N: I have **JC** to thank for this bunny-------------------------------------------------------------------------------------------------------------- p

Back in New York City, the superhero community was stunned when a single gunshot rang through the air. The people along the street staggered back in shock when their hero and public defender dropped down silently outside the courtroom steps. The man who became a patriotic symbol was pronounced dead at the scene. Paramedics and Policemen both were stunned at the violence that took the life of Captain America, member of the Avengers and model to thousands of people and three or more generations.

Response by Captain America's colleges and friends was rapid. Within minuets, Wolverine and DareDevil were on scene. Daredevil had in fact, been inside the courtroom in his civilian identity, Matthew Murdock; while Wolverine, a.k.a. Logan, had been wandering around the neighborhood searching for the ever elusive Spider-man. These two warriors made their way to the side of the fallen hero and entered the barricade formed by the policemen.

Wolverine noted the acid scent of gunpowder and followed the faint lead provided by DareDevil. Murdock may have been blind, but he still "saw" the building from which the shot had rang out. Logan loped towards the rooftop and paced the edge, searching for the elusive smell of gun oil and powder. It was not easy as the day was hot and the tar was still new enough to overpower other, less permanent scents. Before the body of Captain America was carted off, DareDevil had also taken to the rooftop in search for clues that might reveal the sniper.

However morbid the news, and no matter the devastation it possessed, Captain America's death was told through the nation. Many news stations called for a moment to remember and respect the man who had given it all for his country. They also recounted the declassified missions the spangled clad hero had fought and won. There were also a few rumors resounding of the more secret activities, but even these exaggerated stories only scratched the surface of what veterans and heroes worldwide--yes even across time and space, there were those who put the lives and safety of strangers first (take **Professor Liviu Librescu of Virginia Tech** who was a real hero)—had faced and sometimes survived to tell the tale if they dared. Tabloids had nothing compared to the truth, as truth can be stranger than fiction.

There was a semi private ceremony for the fallen hero that the super powered community was allowed to attend. DareDevil stood with the Fantastic Four. The honorary Avengers and Active members, along with mutants were allowed to attend as well. Logan stood behind Charles Xavier with Jean Grey, Rogue, and others who fought along side Captain America at one time or another. Even Nick Fury and Iron Man were there. So was Bruce Banner as the human scientist and not his alter ego Hulk. Because of Bruce's presence, it was decided a few of the "normal" population would be allowed to attend in an effort to make the scientist's presence less abnormal. Of the "normal" population allowed access to view the body before it was buried there were a few politicians and famous characters. Joe Simon and Jack Kirby were among them, as was Ronald Regan. Johnny Hart, Bob Hope and President George W. Bush also made a brief appereance.

Among the super powered and colorfully costumed community, only Spider-Man was conspicuous by his absence. Now, not every hero or veteran was there, but those that had fought side-by-side with Captain America and who called New York their home were almost certainly in attendance.

A few fighters for justice, peace, and the American way were greatly hurt by Spider-Man's absence. Others were glad that the wall crawler's jokes and annoying attitude were missing. Reed Richards knew why Spider-man was gone, as did Daredevil, but neither of them were willing to tell the others where he had gone.

Meanwhile, even Jonah J. Johnson's tirade against the wall-crawling menace subdued for the moment. Inside the Daily Bugle, one could hear the keyboards as people worked at their desks. Joe Robinson was inside the lobby trying to comfort a distraught Mary Jane Watson and "Aunt" May Parker. They had tried reaching Peter with the awful news but didn't get anywhere as he wasn't picking up and the answering machine wasn't connected. Amity Park was too small for a direct flight there and they had no information beyond a landline phone number and town on which to locate their friend.

p ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- p

The news of Captain America's death put much of the nation in shock. In Amity Park, the reaction was subdued. There were exceptions though as a few adults and young teenagers had violent outbursts or outright denial.

Peter Parker was sitting in the lunch section of the mall with a few other teachers from Casper High, as they traded humorous stories about their pasts, when the television program was interrupted with news about Captain America's murder. Peter's face drained of all color and he stumbled towards the wall, almost running for the exit when he bumped into a solid figure.

"Hey, kid, take it easy." Came the baritone voice of Logan as he held onto Parker with a steady hand.

"LOGAN!" Parker gasped as the other conversations in the mall hushed and individuals took in the death of a fighter of patriotism. "Is it true?" His brown eyes glazed over and his voice shock. The other nodded.

For a few seconds Peter was shocked into immobility before becoming a flurry of motion. Logan took the brunt of the attack because he could and the building wouldn't have survived if the structure had to deal with this sudden release of anger and rage. . . . . . . . . . . .

Danny Fenton was with his family as they shopped for shoes and small electronics necessary to build the inventions the adults designed and tested before moving on to the next project. Jazz saw the burly hairy tourist deliberately step into the science teacher's path and his subsequent hold that didn't waver despite the one-sided battle, Mr. Parker gave. She said so aloud.

Danny shock his head. " It wasn't a fight to get free, it was a release of suppressed emotions." The blue-eyed kid brother gave his sister a weird glance. "I though you'd know the difference between them instead of making assumptions with your desire to learn psychology."

Jazz looked back towards the two individuals and noted that the newcomer was more of a support than an enemy. In fact, it appeared the two weren't strangers and trusted the other somewhat.

Jack put down the fudge shake he had been drinking and almost fell off his seat. "I don't believe it." The tall, muscular father stated. "The Cap can't be dead. He survived WWII and was one of the original members of the Avengers. He can't be dead." Maddie nodded sympathetically but remained silent as she too realized what his death signified for the upcoming generations . . . . . . . . . . . . .

Mr. Lancer stood up from the table with his colleges and approached the science teacher. "Do you want someone to drive you home?" he asked cautiously and kept a wary eye on the stranger.

Mr. Parker straightened with a visible effort as he turned to face the vice principle. "Thanks, but that won't be necessary. I need some time to myself though."

The pot bellied English teacher nodded. "I understand." Mr. Lancer watched Parker and the other as the two left the mall and crowds. Off to the side, Danny excused himself and retreated to the men's room. A few minuets later he returned, but seemed preoccupied . . . . . . . . . . . . . . . .

Logan guided Parker outside and away from the populated areas. "His death hit us all hard, Peter. Don't beat yourself up."

Parker snorted. "Why did he have to die by an assassin? He should have died in his sleep as a happy old man. If I had been in New York, I might have been able to stop the firing."

Logan pushed Peter against a brick wall. "I said to not beat yourself up. Not even the Professor realized the Cap was in danger. Important thing is, I caught the scent of the killer. He's not totally human, so that will make him easier to identify when the time comes." Logan let the young adult step back onto the sidewalk when Peter finally looked up. "Good. I hate to see you emotionless, kid. It makes me feel old."

Parker smirked. "You, who fought alongside Captain America in World War Two overseas, feel old? What a shock." His eyes drifted in lost memory as they resumed their walking towards the forest on the outskirts. "How is it you are here now? The news was just released and the murder happened in New York City."

It was Logan's turn to smirk. "S.H.I.E.L.D. has an experimental teleportation device that I volunteered for. Knowing my abilities, it wouldn't have killed me if it didn't work as advertised. Plus Reed Richards and Tony Stark will be able to iron out any bugs after seeing it in action."

"That's for sure." The two walked in comforting silence. Once they got under the trees, Peter broke the natural quiet. "Thanks for letting me use you as a punching bag."

"No problem kid. From the strength of the blows you landed though, the building would have collapsed before you dropped from exhaustion. Death news tends to hit you hard, but this episode seemed at least ten times worse than other times you've lost your temper. What happened earlier?"

"I had a ghostly visitor who 'forced' me to relive the death of everyone who's died under my watch. It didn't stop there. Some of the people were ones I greatly cared about and still living family. On top of that, all my opponents ran rampant in this mutated version of New York City. If it weren't for the presence of the town's personal ghost protector, I could have emerged from that session a mindless wreak."

Logan grunted. "I guess that explains our follower. He carries an unusual scent but that's the only reason I knew he was around." He faced the trees: "You can come out now."

A sheepish Phantom regained visibility and approached the adults. "I didn't want to interrupt, but I was curious about your conversation." The kid was floating several inches off the ground. He regarded Logan with a type of awe. "Did you really fight in WWII? That was over sixty years ago and you don't look that old."

A deep belly laugh filled the air. "Kid, I'm old enough to be your great-great grandfather. I have memories of cities and towns before horseless carriages came out and I visited Europe before WWI devastated the smaller nations." He collected himself and answered the question that appeared on the ghost's face. "I'm a mutant and my primary 'talent' is healing and slowed aging. It's saved my life a bunch of times."

"Oh." Phantom glanced around them before turning towards them with his ectogreen eyes wide open. Parker wasn't sure if it was awe or something else. "Do you mind if I join you guys for a while?"

Parker nodded confirmation. "Sure, Phantom. I need to talk to someone and a second sounding board will be nice. How are the invading ghosts coming along?"

Phantom glowered. "Lots of animals, bed sheets and other nuisances have come to take a look, but my 'main' opponents and minor 'enemies' haven't made appearances lately. Although this respite was nice, now, I'm becoming worried with the lack of activity."

p --------------------------------------------------------------------------------------------------------------Eh, I'm working on it.-------------------------------------------------------------------------------------------------------------- P

Mars slammed the entrance door when he came home. Captain America was one of his heroes. How could someone have killed him in cold blood like that? Sure, he understood that many people died in war and that murder happened, but to have it happen to a famous figure he actually kept an eye on was shocking. Mars was not in a good mood at all.

Imagine his shock then, when his slung backpack hit a living mass that was lying on the sofa. "Dad!" He ran over towards the horizontal parent and turned on a light. "What are you doing here? The note said you'd be gone at least a few more days."

"Turn off the light boy." The lanky figure barked as he pulled an old black blanket over his head. "I have a hangover. And stop shouting." The book-laden backpack was pushed over the edge and landed in a heap near a pile of bottles.

"Yes, sir." Mars sulked before picking up his bag and marching up to his room near the attic. With his father in one of those "moods" it would be impossible to have a civil conversation with him. He stared out the cracked window towards the street below. Life wasn't fair. He would have run away, but had learned long ago, it was impossible to stay away for long. His dad always found him and made sure his kid knew that the consequences were worse than the boredom and pain—emotional, physical, spiritual, mental, and/or social--that preceded the act.

Downstairs, the father smirked. His act had been enough to show his unruly kid who was boss. Of course, he wasn't so far gone as to be ignorant towards the signals his boy was sending out—Mars needed real fatherly attention, but as long as his duel identity was in demand, it was best that no one have reason to connect the two.

Once his son and wife left the house, he'd moved his supplies to the hidey-hole in the garage. He'd carried a professional, expensive, black-leather carry case to and from his "job". Inside there was a partially disassembled sniper's rifle that looked freshly oiled. He picked up the silencer lovingly. It would have to be replaced before the next assassination. Most of these lasted four to six shots before they warped enough to fail in their primary objective. The father set the machine aside and carried the protective holding case with him to the garage. Inside, it was chaotic. A few tools were turned on their racks and a hidden panel opened up in the floor. He carefully laid his tools inside before closing the panel. The rusted pile of junk that barely resembled a car frame was placed above the secret hole in the ground, hiding it from all observers.

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Back in Wisconsin, Vlad Masters gasped in surprise when he received news of Captain America's death. It would not surprise him if he eventually found out that Kingpin was somehow involved in the attack, but it did distress him that someone thought the hero a threat worth eliminating.

Vlad didn't jump when Skulker phased through the back wall. "Did you assemble a ghost crew that fulfill the requirements?"

"Yes, sire. There is one, new, untried ghost that has a vendetta against Spider-man. He should provide an excellent distraction despite lack of knowledge pertaining to his abilities."

Vlad waved the details away. As long as it's someone who hasn't faced the young halfa before, anyone would do as a distraction for the big push. . . .

Deep inside the ghost zone: The Fright Knight examined the ruins from which he had been imprisoned for eons. When his employer was ordered to not interfere, he took it upon himself to station a few of the skeleton guards to bar access to the man-made portal in Amity Park. They were doing their job adequately, but reports indicated they were unnecessary as an unknown force was keeping all those strong enough or stubborn enough to get past his barriers from visiting the human world and replenishing their fill of human emotions. Of course, the skeletons were allowed to visit at night and were doing a fine job haunting the shadows and abandoned buildings. But facing Phantom was hurting their moral. Ah, well, there were trade offs in everything.

p . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thanks for reading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . p

I have reasons for almost everything I do, but I really take heart at the encouragement. Much thanks. **Edited 4-24-07 because I could**


	15. Chapter 15

**Chapter 15 of A Phantom Spider, **revise**d April 24, 2007**

PotterPhan21, Gadget14, FantomoDracko, **Phillip Clark**, **JC**, Plushiemon, and SpartanCommander and Horselver4evr123. If I missed someone, please review and point out my forgetfulness. Thanks.

**The info**_(provided in reviews)_** is appreciated; It will be useful later and I take inspiration where I can find it.**

**Disclaime**r: Nope, I have not come into inheritance. Also, I have not had an extravagant gift given recently either, so, this is not mine at all. Recognizable characters belong to Spider-Man (actually, Marvel in this chapter) or Danny Phantom.

P -------------------------------------------------------------------------Lets see, ah ha! ----------------------------------------- /P

Tucker Foley called Sam Manson as soon as he heard the news. She needed to know about Cap's death. A breathless Sam answered the cell. "So, you heard the news, I take it?"

"How could I not? It's almost as invasive as 9-11 was. Who could take down America's hero?"

"I have no idea." A black hand pushed the red beret off. "Do you think we need to call Danny?"

What sounded like a burst of static came across the line. "You can try, but Danny's gone shopping with his parents. I do hope no ghosts attack today." Click.

"So, do I. So, do I." Tucker stared at his phone before placing it back on the receiver and turning off his electronics. Maybe his parents could offer comfort and guidance, as they might be old enough to recall what happened the last time it was assumed the Cap had died . . . . . . .

Valerie Gray was in the air, clad in her red ghost hunter suit. It was not often she took her gift out to fly and escape from the weight of the world, but this was one of those times.

Minuets earlier, her dad-Damon Gray-had collapsed against the wall when he heard the news that Captain America was dead. Valerie had done what she could to comfort her father, but the Cap was his idol, not hers.

She found herself outside, looking for a ghost to attack. On a whim she flew over the outskirts of town and towards the trees, when her watch binged, signaling the presence of a dead creature intent on haunting something. The Red Huntress mindset came to the top as Valerie Grey changed mentalities to deal with this threat . . . . .

Under the trees, Logan, Peter Parker, and Phantom were sedately walking along the path that encircled Amity Park. Well, Phantom was floating a few inches above the ground and led the way, but he was also a ghost, so technically, he could have been walking.

Logan was there because Peter Parker needed someone who knew his secret and didn't care one way or the other. The three encountered a clearing in the trees that once was a playground for the kids before gangs in the neighborhood became predominant. Now, the swings were rusted and cracked while tall grass overran the once clean sand. It looked abandoned and Logan shuddered.

He stepped further into the clearing and breathed deeply. "This place is full of strong, negative emotions." Logan turned towards the ghost kid. "Know anything about this?

Phantom shook his head no. "I didn't know this was here. "I haven't been dead long—at least I don't think I have. Time can be hard to tell-especially while in the ghost zone." A slight whine vibrated through the still air.

Phantom glanced up and grimaced as he saw a red humanoid figure coming from the town.

Peter had also located the flying figure. "Wasn't she at the cafeteria when the meat ghost attacked?" he wondered aloud.

The black-and-white ghost kid hissed. "Yes, but any ghost is fair game to her. I don't know how many times I've had to boogie out so she doesn't hit innocent bystanders." He started flying out of the clearing to meet the attacker and draw her away when Parker grasped his arm.

Rather, Parker tried to grasp Phantom's arm, but couldn't get a grip and his hand kept slipping through. "Weren't you solid earlier?"

"Huh? Oh, yeah." Phantom had forgotten about splitting with Fenton earlier so no one would wonder about his absence. His science teacher was not dumb. "I have to concentrate to make myself solid. The rules are slightly different in dreams. Of course, the Ghost Zone has a few things that don't necessarily correspond with the human world either."

By this time, the Red Huntress was close enough to shoot her target, and that's what she attempted to do. A normal tangible Phantom would have spent a lot of time dodging or using energy to create shields to protect him, but distracted as he was, the blasts passed through and almost hit the humans behind and below him.

"Ghost! No more of your stupid tricks. Stop running! You're only making this harder on yourself!" A young female voice shouted towards her perceived enemy.

Phantom called back "Nice shot! I take back all previous statements about you not being able to hit a barn door." He flew up out of the trees so the adults could find shelter. (Not that it appeared they needed it) "I'm not attacking you Val, how often do I have to say so? Besides, if you were my enemy or opponent, you wouldn't be fighting me as I would have taken you out ages ago."

Val gritted her teeth-Logan could hear the grinding of molars despite the mechanical whine coming from the engines in her hover board and the vocal taunts. Val called back "I don't care, ghost! In fact, you were probably the one who ordered the Cap's death."

Phantom seemed to explode. "Ghosts and humans don't get along. Even if we did manage to have civil conversations, which of us would be dumb enough to attempt to kill a hero? Try Skulker, as he's a collector of rare and unusual creatures"; _but then again, he tends to keep them alive until he eats one_. Phantom shook his head as a third blast phased through him. "Actually, now I that I suggested him, I doubt he's involved. Sure, the mechanical ghost may proclaim to be the top Ghost Zone hunter/predator, but he's got a pretty lousy record when it comes to me and other human captives."

Parker perked his ears up. _Other human captives?_ Logan had caught the slip as well. Mental gears turned as the adults turned from the dogfight to look around. Suddenly, it didn't seem so shocking to think of Phantom as alive—dead, spectral creatures had no scent and Logan had located him on smell.

Phantom finally got angry enough to aim a blast at Val, and scored a direct hit on her board.

Immediately, the red huntress sank below the treetop level and jumped off the disabled machine. She almost hit Peter Parker as she ran to attack the ghost who had followed her down through the canopy. "Oh, sorry sir. I didn't see you there." She pushed the teacher aside and continued running towards the ghost boy.

Parker was startled when he heard her speak. _Now where did I hear that intonation before? And why is she so familiar? I know I saw here helping distract the cafeteria ghost, but even then I believed I saw her earlier. _He let the huntress go, as she was intent on attacking the one she presumed was responsible for everything evil on this planet.

Val pulled a small handgun out of her belt and scored one hit on the ghost boy. He yelped satisfyingly, but turned intangible so the other subsequent shots passed through and clipped the trees and one shady figure. The shady figure growled; "That's enough young lady," before appearing by her side and shredding her weapon. The red huntress stepped back in shock and fell when her foot encountered a tree root.

She had hit an adult hard. Val cursed her luck—the ghost had dodged the attack and now a human might be severely wounded, if not in tremendous pain from the energy beam. She had had enough experience with her weaponry to know-fundamentally at least-that the ectoweapons hurt when they connected with human flesh. The lack of screams coming from the hit man weren't as shocking as what she saw. For normal humans didn't heal as fast as ghosts: yet this one did.

When he grabbed the gun, he had a hole about the size of a ping-pong ball and his femur gleamed in what little light made it through the canopy above. Now, the arm bones were covered and fresh skin spread across the dime size hole. "What are you?" Val stammered as she gazed upon the metal claws that had appeared out of the knuckles and sliced her _protection_ against ghosts.

The attacked gave a feral grin that scared her more than the impossibility of his healing and subsequent destruction of the weaponry. "I'm a very angry mutant." A snapped twig diverted his attention away from Val towards the newcomer. "Parker." He continued growling deep.

"Logan, you shouldn't hurt her for wounding you." As the teacher entered Valerie's vision, she noticed his head shaking. "How badly were you hit this time? I don't see any blood nearby."

The mutant—a man called Logan—stepped away. "Just a graze. I would have been put out of commission if she had managed to hit my chest or head." He spun his head around. "Phantom you can come out now." His vocal attitude had changed from defensive to friendly. The deep chest tonality was gone, which eliminated some of the intimidation produced.

The ghost boy flew under the trees and landed where all three could see him. His appearance lit the area around him and made it easier to see the human adults. "You're scary, sire."

Logan chuckled. "I get that a lot—of course it's my enemies who tend to say that, but they are, more-often-than-not, mortally wounded."

Val decided to talk before something more drastic than being shot out of the sky and having her supposedly indestructible guns sliced open, occurred. "Why are you talking to Phantom? He's a menace" She spat his name and occupation.

Parker crouched to bring him eye level with the Red Huntress who was now sitting up right—her reflexes pulled her up as soon as it was apparent she wasn't under immediate threat from the standing beings present. "Not all ghosts are evil, just as not all lawyers deserve the title of money hungry mongrels who don't care about the law." When he was satisfied she was listening, he continued. "There are always exceptions, but sometimes, a popular stereotype is caused by one prominent, public figure or even biases." Parker frowned a little. "First impressions can also be wrong."

Logan snorted. "She ain't listening, kid." He had sheathed his blades shortly after disarming the young lady. There was no indication he even had three blades stashed inside his arm—even the disfiguration her solid hit had caused was gone.

"I know that." Parker stood. "I think its time we took her home—Logan?"

The mutant grunted and gingerly picked up the Red Huntress and proceeded to carry her towards town. She struggled. "Wait, you don't know where I live!" Logan continued blazing a path through the underbrush headless of her fight. "No, problem, young lady, I can find your home just by following the path of your hover board."

The red-armored clad young woman ceased her useless attempts to free herself from Logan's unbreakable parental embrace. "Can you at least put me down when we reach civilization instead of carrying me all the way to my home?"

Logan chuckled. "Sure can. In fact, when we reach town, not the outskirts, I will let you down as you politely requested." He turned towards Phantom who had been following and talking with Parker in undertones. "Kid." Both turned towards the speaker. He closed his eyes and shook his head marginally. "Sorry, I meant Phantom. Thanks for the Intel of the ghosts and helping me cheer up Parker here."

At this, both grinned back—Parker's was ruthful, and Phantom embarrassedly; he even managed to blush, but the cheeks turned a deeper green not a dark red, as a human blush would do.

"I'm pretty sure this feisty, young lady does not want a ghost of any kind following her. Get my drift?"

Phantom looked puzzled a moment before understanding set in. "Oh, now I do. See ya later." He flew up and away towards the trees before angling back to the Fentons.

p . . . . . . . . . . . . . . . . . . . . . . . . . . /p 

Inside, Jazz was keeping an eye on her brother. He hadn't been as animated as normal after returning from the restroom. In fact, at times, it seemed his mentality wasn't there. He had responded to questions though and ate some dinner, even if he was rather lifeless. Later, she helped him get to bed, stating for her parent's benefit that sudden, sever shock could translate to physical exhaustion. Death of beloved family or friends could trigger this; mental readjustment took energy that the human body couldn't always spare. One symptom of this possible change was a lifeless attitude that perfectly described her brother.

Now Jazz mumbled under her breath. "I know you didn't use the Fenton Ghost Catcher device again—but I don't understand how this radical behavior change is possible without it." She frowned as a cool breeze came from the hallway behind her. She turned and almost screamed in shock. "What? How? When?"

Phantom grinned. He was as active as Fenton wasn't. In addition, he seemed to be more cheerful than usual. "Surprised sister? I am too. But first let me get my two halves reconnected." The ghost took no notice of the door and went right through the wall.

By the time Jazz arrived inside her brother's room, Phantom was gone and Fenton was awake and showing all the mischievousness his counterpart had been full of earlier. "Imagine my shock when my attempt at duplication failed. But it wasn't a disaster, as we were both whole. In fact, I think I figured out how to separate my two halves again without mom and dad's invention." He became serious again. "Thanks for covering for me."

Jazz placed her hand over her heart. "Don't do that again. I don't know how often your body can handle the extreme changes caused by splitting." She heard "yes Jazz" covered by the sigh her younger brother released.

P --------------------------------------------------------------------------------------------------------------------------------- /p

On the other side of town, the man known as Mars' father answered the ringing cell. "What" he barked.

An inhuman chuckle answered. "I saw the news. Good work. Are you up for another commission?"

The man frowned. _Not him. Not again. Why did I have to build up a reputation for being the best and indispensable?_ "Not at this time. At least, not in the hero or famous groups and especially not in New York City. In a few more days—week preferably--I wouldn't be against another attack, but now is too early, sir."

"Ah, but that's what I need. Someone who is willing and capable of taking down heroes, mutants and others with gifts, as I deem necessary. It's part of warfare."

"To you, it may be warfare, but for effective psychological attacks, wait until the reality has set in before doing away with another. It makes the revenge sweeter and more effective."

A pause. "True, but I have need of your services outside the Americas. Can you leave immediately? Good. I would also hate to have Kingpin learn of our little deal." The phone clicked off.

Inwardly the man swore a blue streak up and down the house, cursing his talent and the interest terrorists and criminals had taken in him. He wanted to spend sometime with his son and hated leaving Mars alone most of the time, but it was imperative that not one of his numerous employers know he had a family as they were ruthless enough to take advantage of any weakness.

P ---------------------------------------------------------------------------------------------------------------------- /p

I have reasons for almost everything I do, but I really take heart at the encouragement. Much thanks. **Revised 4-24-07 because I could**


	16. Chapter 16

**Chapter Sixteen of A Phantom Spider, **revise**d April 24, 2007**

I would like to thank the five reviewers from chapter fifteen: Shadewolf7, PotterPhan21, Horeslver4evr123, SpartanCommander and Plushiemon—FantomoDrako if you include PM's (five isn't bad, but I've had a minimum of seen in all previous chapters. But then again, it's a nicer response than the two I started with)

**Disclaime**r: **Disclaime**r: I am not writing or posting this for money. I have no titles to the recognizable characters even if Mars and one or two unnamed are mine. Thanks for your participation and encouragement. (The pointers about Danny Phantom are especially helpful).

P ------------------------------------------------------------------------The next day------------------------------------------ /p

Mars woke up and silently made his way downstairs to the kitchen. If his father was not up, it was impolite at best to wake him. Any noise could wake his father as he was a light sleeper and very angry with a disturbed night's rest behind him. If the dad was up, either the shower would be going or he would be in the kitchen, with coffee and a newspaper.

No such luck today. The kitchen was empty but spotless. Mars pulled out bread and other ingredients to make a sandwich for lunch. After making two, he put the ingredients away and grabbed a bowl, filled it with cold cereal mix and turned towards the refrigerator for milk. He stopped moving abruptly.

There was a post-it-note on the refrigerator. Mars plunked his breakfast down on the counter and tore the note off to read it. He growled in anger when he read the handwritten message before tearing it and dumping it in the garbage can. Because that hadn't released enough negative emotions, he balled his fist and slammed it into the metal wall of the freezer. The pain was gratifying, but not enough. A second and third hit finally convinced the upcoming freshman that his actions were useless. Besides, his knuckles were bleeding.

He made a quick trip to the bathroom for the first-aid kit and gauze was quickly wrapped around the wound. Mars examined the covering. It wasn't professional, but would do in a pinch. Now it was time to leave for school. Maybe he could eat a breakfast bar as he raced to Casper High.

Thankfully it was his off hand that he injured because otherwise the self-inflicted wound would have slowed him down too much and been much more noticeable. He got to the public school grounds just as a beautiful redhead entered the main building. He snorted to himself. What was he thinking? She was a senior and he was a freshman. Besides, her parents were ghost fanatics and his were absent most days of the week.

Mars was preoccupied again, so he didn't notice when the door was propped open for him, even if he automatically grunted thanks.

P -------------------------------------------------------------view change------------------------------------------------ /p

Peter Parker may have been devastated emotionally by the death of Captain America, but he was a science teacher and a crime fighter in New York City. Distractions came often and heartbreaks occurred on a semi regular basis. Granted, they weren't usually this personal, but he had to jump back and do his job or others would suffer (more). Thus, when he saw Mars approaching, he opened the door and allowed the young kid access.

As the kid with long, black hair passed, Parker's eyes caught sight of the half-hazard tape job done on Mars' right hand. There was also blood seeping through the material. It took less than a second for him to decide to postpone unlocking his classroom door. Parker placed his box of materials inside an unused room and caught up to Mars before he entered the library. Very gently he turned Mars towards the nurse's room.

When the freshman started to squawk, Parker pointed at his hand. "You don't want that to get infected. In addtion, a would like that can seep and drip, leaving a blood trail which, can be very messy." Reluctantly Mars scrambled onto the examination table and held out his hand, and kept an eye on the teacher. Very quickly, he realized the science teacher was not inexperienced when it came to dressing wounds.

Parker carefully removed the gauze and threw it into a "hazard waste" trashcan. He placed peroxide on a cotton ball and rubbed the blood off, staying out of the wounds. Next, came clean gauze that was properly put on with two hands instead of one. The loose end was taped down. When he was done, Mars experimentally wriggled his fingers and found he could; the way he had done it, any motion from the fingers dislodged the bandage. "Thanks. Where did you learn to do this?"

Parker chuckled as he cleaned up the mess and put the supplies away. "I've been hurt a lot worse than bruised knuckles. My aunt was very protective so I learned how to clean my own wounds and hide the evidence." He turned back to Mars and looked him straight in the eyes.

Green eyes shifted uncomfortably under brown scrutiny. "What happened to your hand? Bad news doesn't necessarily leave marks."

Black bangs were blown out of his face. "I sometimes wish my father could stay longer than he does. He didn't even say goodbye last night before leaving again and I swear he was drunk when he arrived home earlier in the week. My mom doesn't care one way or the other and I have no friends." He was startled when he found himself pouring out his frustrations on Mr. Parker. Seeing the teacher listening intently, he continued venting a lifetime of hurts and anger. Before he was done, Mars found himself crying uncontrollably and burrowed his head in the comforting shirt and shoulder as he was held in a concerned fatherly embrace. Several minuets later, he stirred. "Thanks."

Parker nodded with understanding. "Sometimes all one needs is someone who listens and cares. The schoolteachers can't for a variety of reasons. The _No Child Left Behind_ policy doesn't help matters in the slightest even if it did begin with good intentions." He pulled a pad out and wrote a short note on it. "Here's a pass for your class."

Mars took the teacher's note and made it the door, but asked before turning into the hallway, "Why did you not suspend me for hitting you earlier?"

"I wasn't the intended target and you stepped down from bullying Daniel Fenton when I intervened. I have a habit of picking up accidental throws." Parker motioned for him to leave.

Parker glanced at the wall clock when he managed to leave the nurse's office. _Great, I missed class. Ah, well, it was only once and both Mars and I needed the break from routine. He needed the comforting more._ Peter made his way to the locked science classroom and wasn't surprised when he saw most of the kids were absent. After twenty minuets of waiting, they had evidentially left for the library or someplace else on campus. What did surprise him was Jazz Fenton guarding the locked room.

The irritated senior began reprimanding her teacher. "Teachers aren't supposed to miss class. Why didn't you call for a sub or at least place a note on the door saying you'd be late? Do you have any idea what this does to your reputation?"

"Take a deep breath, Miss Fenton." He held his arms out to the sides. "I lost track of time, that's all. Besides, with my reputation as tarnished as it is, this doesn't ruin anything. Except prove that I am not always as prepared as I should be." He pretended to look for misplaced keys.

Jazz raised an eyebrow. "The keys are in your shirt pocked and you have always managed to be on top of everything. Stop faking; you're not fooling anyone. Particularly, not me." She sat in her desk as he made his way to his table. "I will buy the fact that Cap's death may have unwound you slightly, but not to the degree expressed. What really delayed you?"

Brown eyes lowered and brown hair was pushed back. Then a sly grin broke the otherwise innocent face. "Student-Teacher privileged information." He stopped her from asking any more questions. "It's a personal matter between a student and I. Please drop it."

After pausing to make sure she followed as instructed, he changed the subject to his home town; New York City as there was no point in lecturing on test material at this time and the information would satisfy the questions she was always asking about his past. To say the oldest Fenton child absorbed the revelation like a sponge would have been metaphorically accurate, but physically impossible.

p . . . . . . . . . . . . . . . . . . . . . . /p

Mr. Lancer made it to his English class with seconds to spare. "Class," he stated in his monotonic voice, "I wish you to write a paper on people you admire and the qualities you think make them different from others. This is due at the end of class. Yes, you can write about family or others who have passed on. There will be no need to talk." The class groaned, but obediently pulled out notebook paper and mechanical pencils or colored pens. Some brainstormed for ideas while others pondered for a few minuets before beginning. Other than the scratch of lead on paper, there was no constant sound. Sure chairs scrapped the floor and erasures interrupted the semi silence, but no one talked: the students weren't suicidal.

He collected the rough drafts as the students left and proceeded with similar instructions for all subsequent groups. Not only did this assignment allow the student body to vent their emotions, but also it was also good practice for the essay coming up in their "High School Exit Exam" tests. Furthermore, it meant he didn't have to deal with class clowns, as there was no way for them to distract others, without being pinpointed the second they acted up.

The only bad side effect of such orders was it was nearly impossible to decipher the handwriting and horrendous spelling, he thought as he attempted to read the papers and suggest ways to improve. _I am finding it very difficult to follow some of these thoughts_. He glanced up as Mr. Parker collapsed in a couch that was placed in the teacher's lounge for exactly that reason. "Rough day?"

"Not really." Parker dropped his hand and looked the older teacher full in the face. "They seem to understand not to rile me." Brown eyes lost focus. "Can't really complain though, as I've had worse days in the inner city schools."

Lancer raised an eyebrow politely—the effect was rather pronounced when one had no hair on top. "Where did your friend from earlier go? That hairy dude? Not a post-hippie, I presume?"

Parker's mouth crinkled upwards in an effort to smile. "He had to leave soon after arriving. But I enjoyed reminiscing with him about old times." He glanced around the room as if searching for a distraction. "Phantom chatted with us for a while before the Red Huntress arrived. She assumed he had been threatening us, and retaliated on our behalf." He shrugged. "No harm done."

Lancer was surprised. "The Red Huntress arrived and didn't hit anything besides the background and the ghost? Very impressive shooting as she tends to endanger crowds if they stay around or Phantom doesn't flee."

Brown hair shook. "No, she hit Logan, but it was no more damaging than a paper cut. At least for him." Parker acknowledged.

Mrs. Fowl arrived during the pause that followed his statement as Lancer tried to find his voice and opened his mouth to no avail. He managed to stammer "mutant?" after Mrs. Fowl left. Parker nodded slightly, seeming amused by his boss's reaction.

Lancer shuddered. "I don't prefer 'genetically superior homosapiens'—"

Parker interrupted. "Mr. Logan doesn't view himself that way. In fact, he's aligned himself with a group dedicated to fighting those who subjugate 'normals'."

Lancer glared. "Thanks for the clarification. As I was saying, I don't care for them in general because they tend to despise untalented humans, but they are more normal than ghosts." He sighed. "Of course growing up in New York City might have exposed you to more of them but I can't complain because there has been no outcry against or for them here in Amity Park."

Parker disagreed. "Most of the so-called 'mutants' are as scared of their powers as everyone around them. Many start showing 'symptoms' during high school and have trouble controlling their 'powers'. It is my job as an educator to give them a supporting place and stability when they need it most." He leaned back in the chair and closed his eyes.

Lancer turned back to his papers but couldn't concentrate. _Maybe he's right. It is possible I am biased. I could also be looking forward to retirement way more than is appropriate._ He mentally shook his head as he gazed at the newest edition to the Casper High faculty. _Of course, this is all academic, as no one has shown any abnormalities here in all my years of teaching. HUCKLEBERRY FINN It is ridiculous thinking that both sides can live in harmony right off the bat._

P --------------------------------------------------------------------------------------------------------------Back in Wisconsin--------------------------------------------------------------------------- /P

Norman Osborn was once again sitting with Vlad Masters in the mansion room at the Wisconsin filled with Packer items. "So, you have agreed not to disobey Kingpin?"

Masters nodded weakly. It was wrong for two wealthy men—who had become millionaires through "legit" means—to have to play middlemen for a crime lord elsewhere. In fact, Osborn also seemed to resent the fact he could have been overseeing his organization, but no. This Kingpin had the guts to demand that prominent figures do as he demanded or else. Neither man wanted that.

"I guarantee that I, Vlad Masters, designer of the Dalv Company, will not interfere in Kingpin's affairs and stay out of towns he has designated as training grounds or areas he controls, unless invited." He scowled after finishing the statement before Norman nodded his thanks.

"That's that. Thank you for your time and cooperation." The invader let himself out.

Masters followed. Only after Osborn was taken away by limo, did he call he call out "Vultures!" Three green carrion eaters dropped through the ceiling. Their red fezzes dangled off their heads. "Follow him and don't let him out of your sight." Grey eyes pulsed red with anger. Once the henchghosts disappeared in the distance, Masters retreated to one of several secret sanctums. The easiest way to access any of the hidden chambers was to go through the wall and he did so, changing to his vamparistic ghost form in the process.

p -----------------------------------------------Next section----------------------------------------------- /p

Danny Fenton shared a table with his best friends Tucker Foley and Sam Manson at lunch in the cafeteria.

"So, let me get this straight." Tucker paused to take a huge bite of his chicken sandwich. "Logan arrives in time to stop Parker, from destroying things, they go walking in the outskirts of town and abandoned sections, you in ghost form follow while keeping human version with family so no one is suspicious; the newcomer catches your scent and Val attacks Phantom but hits Logan and the wolf-dude ends up healing as fast as a ghost, and on top of that, he has metal claws?" The African-American teenager shook his head. "That's freaky."

"Nothing that freaky about it." The Caucasian black-headed kid shrugged his shoulders. "He's from New York, and there is lots of unusual powers and talents that show up there. I think it has something to do with the food or the water."

"Uh, oh. Past bully at two o'clock." Sam, muttered under her breath as Mars approached. She watched the freshman carefully.

The two boys turned and glanced at the incoming green-eyed terror-for-hire—at least, he had been, but now with Dash's "extra-curriculum activities" being thwarted by Mr. Parker, no one knew where Mars' loyalty lay.

Danny's eyes narrowed as he carefully watched how the tall freshman acted and held his arms. "I think he hurt his right hand. It's hard to tell, but he's definitely covering something up with his bulky jacket."

They trio watched in silence as Mars approached their table with his tray carefully balanced under his left hand. When he was across from their table, he laid his food on a nearby table and turned towards the sophomores. "I'm sorry about trying to beat you up earlier this month Danny. Do you accept this verbal apology or are you looking for something more demanding?" He held his left hand out cautiously.

Mr. Fenton took his time in looking over the standing teenager and examined his face. Then, and only then, did Danny take the offered hand and shook it hard. "Apology accepted. But don't think this means we're friends."

Mars laughed. "No problem. I just wanted to move some hostility away from me." He picked up his lunch and began to walk away but turned and remarked; "Keep an eye on Mr. Lancer. The English assignment killed half the class." With his warning given, he merged back into the crowd.

There were spots of silence throughout the lunch mob, but only those at nearby tables saw what had happened, and they weren't going to admit that an outcast had accepted a popular kid—Mars was known for his brawns, not his brains, and he was talented in sports, but that's the only reason many image-consciences highschoolers didn't kick him away from their group.

Tucker, Sam, and Danny were all wondering the same thing: _What was that all about? _His change of attitude was shocking to say the least. As to the warning, well. Sam knew what Mars' warning was about as she had already had his class; Tucker didn't care too much as he didn't have an absent teacher which meant no Mr. Lancer as a sub, and Danny was a bit worried, but not too much.

Before long, the bell rang and kids reluctantly headed off towards the next dreaded class session with suddenly strict teachers.

Later The teenagers made their way to the last class of the day and sat in their seats before the tardy bell rang. Danny sat next to Tucker and Sam was one row in front. They tended to sit close by when teachers allowed and Parker hadn't assigned seats.

Dash Baxter had reached his limit of following instructions meekly. He continued talking with the nearby cheerleaders after Mr. Parker began lecturing on Nutrition and Health. A few kids snickered when Parker's soft-spoken attempts to get the attention of the football jock failed.

"Mr. Baxter." Although Peter's voice hadn't risen in volume, there was suddenly more authority present. The sophomore turned towards the front of the room and glared angrily at the teacher. "I would like you to pay attention and follow directions. Do you have any questions?"

"Yeah, actually, I do." The husky blond young man stood up and pushed his seat away as he walked towards the teacher. "Why did you do nothing when Mars hit you?"

The adult wasn't fazed by the differences in size between him and the student. "Sit down Mr. Baxter. I do not want to give you detention for disrupting class."

"There! That's what I mean." Dash turned his back on the teacher and looked every fellow student in the eye as he waved his hands around and tried to slap the adult while making it look like an accident. "He doesn't answer questions. In fact, he doesn't obey school policy." Dash deliberately swung his arm towards the teacher as he turned to look down at Mr. Parker. "Are you going to answer me?"

Peter just looked at the young teenager. He had dodged every arm block that Dash had thrown his way. He hadn't had to do much beyond crouching down to avoid the last swing. "I answer questions that pertain to the class and not confidential information between me and another student. Mars has been punished for attempting to harm a Casper High resident. Now sit down."

Dash stood for a few seconds before sighing and following instructions. He dragged the chair back to its position before slouching on the hard wooden surface and folding his arms across his chest with distain evident on both his face and his attitude.

Danny Fenton felt the power behind Mr. Parker's words. He was reminded that this teacher was different.. Other students subconsciously knew the teacher to be intimidating, but Danny knew something few others did—the guy had faced bigger opponents and enemies and survived intact, so he wasn't feeling challenged by Dash Baxter The trip through Parker's nightmare/fear came to mind and Danny realized the teacher had faced far worse.

The teacher was undaunted by the interruption. He returned to the projector and attempted to continue the lecture as if nothing happened, but there was a hidden current of uneasiness flowing from student to student. Dash smirked as he enjoyed the ripple effect his attitude had caused. The best part of it was no immediate repercussions could come his way without everyone uniting against the teacher.

Parker, noting the class was getting out of hand, sighed. "Class, put your papers away. We are going to have a pop quiz."

Groans filled the air. Paulina raised her hand. "Does this count towards our grade?"

"Yes, it does. Now hear me out. This will be graded on the curve and if only a few of you correctly answer questions we haven't covered yet, I may change them to extra credit." There was a bunch of thumping as students continued putting books on the ground and pulling out pencils. Parker stood up and pulled a stack of papers from his briefcase. As he started passing the exams out he said, "You may begin when you receive your test."

Dash Baxter's smug grin changed to a frown, as the majority of his fellow classmates obeyed the directions of Mr. Parker. This isn't how it was supposed to work out. He decided to take matters into his own hands and prepared to be as disruptive as possible when he got his paper. The jock didn't have to wait long.

Parker stood beside Dash as he gave some papers to the kid next to Mr. Baxter. Loosing his temper and all efforts at control, Dash swung his arm into the teacher's side and bawled him over. Or at least that's the effect he was hopping for. He didn't expect the teacher to turn and scatter the loosely held papers and grab his fist a second before contact. He especially wasn't prepared for the pressure that was exerted on his closed fist. It was so painful he couldn't cry out.

Parker calmly said, "Detention after class with Mr. Lancer. Be there." He let the balled fist go and bent down to pick up the scattered paper and finished passing one pop quiz to every student. There were no interruptions after that display of force, speed and control.

P --------------------------------------------------------------------------------------------------------------Back in Wisconsin--------------------------------------------------------------------------- /P

Inside one of the numerous hidden chambers, Skulker sat at a wooden table-like structure, playing cards with the Box Ghost and Walker. The hunter looked up and placed the deck down when Plasmius entered. "How did it go?"

"No better than the last time." He glared at Walker and shot pinkish eye beams towards the jail dictator, which were easily dodged by the white, suited one. "I can't say I was pleased with the process, but some headway has been made." Plasmius pointed a finger at Walker. "I need you to find out what this Kingpin has against Peter Parker as he's the only logical reason the New York Crime boss would be interested in Amity Park."

Walker paled—not an easy feat as he was already skull bleached white. "Peter Parker? The Daily Bugle photographer is in town?" He gathered up the cards and hurriedly jammed everything into pockets of his white trench coat. "I really must visit some old acquaintances of my overseas, so if you don't mind, I'll be leaving." The black ten-gallon hat was left behind in Walker's eagerness to leave.

"Hold it." Plasmius flew in front of Walker's path and Skulker grabbed the clothing. "Why are you now trying to leave town? I ask a simple question and you act like everything is falling apart. WHY?"

Walker paused in his headlong rush towards the portal. "One of the newer inmates that Skulker is teaching basic ghost powers to has fought NYC's Spider-man several times. He's scared of him if anyone could be. He also knows that Spider-Man and Peter Parker are not people that just anyone tangles with." He pretended to catch his breath as he tried to figure out how to present the case as best as he could. "I heard that the arachnid is a legal member of the inactive Avengers. Oh, so you've heard of them. Good, I would hate having to explain to you, the presence of a group of powered humans who fight evil and win."

The jail guardian continued on his way to the ghost portal and prepared to leave before Vlad could ask more questions. "Wait." Walker waited with an impatient twitch in his face. "You said powered. In what way?"

Walker shrugged. "Not ghostly powered. Other than that, it is inconsistent. It is rumored that they have a maniac who calls himself Thor the god of Asguard fighting with them, but, aside from the Hulk, they are much less powerful than most ghosts. Phantom might be able to beat them one-on-one in a straight fight, but their abilities seem to grow exponentially with teamwork." He came back for his hat before leaving and disappearing into the green sky of the Ghost Zone.

P -------------------------------------------------------end chapter 16--------------------------------------------- /p

I have reasons for almost everything I do, but I really take heart at the encouragement. Much thanks. **Revised 4-24-07 because I could**

**The info**_(provided in reviews)_** is appreciated; It will be useful later and I take inspiration where I can find it.**


	17. Odditities

**Chapter Seventeen of A Phantom Spider, revised April 26, 2007**

_JC, Thanks for your kind words. Ditto to my other reviewers: Horeslver4ever, SpartanCommander, Lady-Razza, Shadewolf7, and lord lazy pants. Oh, and Potterphan21 as well_

**Disclaimer:** I do not own Danny Phantom or Spider-Man. But this chapter is heavy with what I do have claim to.

ß---------------------------------------------------------------------Chapter 17 begins---------------------------------------------------------------------à

Danny Fenton walked his friends to his house after school. Jazz needed to hear what happened to Dash. Together the three could pretty much mash out Mr. Parker's reaction to Dash's attempt to do whatever he had been planning on doing. Danny almost ran into his mom as she left the house with a sack full of smelly garbage. "Hey mom. How are you?"

"I'm fine, son, thanks for asking." Maddie held the nearly overflowing black sack at arm's length away as she made her way to the spit trash collector.

"Uh, are you sure the town dump accepts decaying ecto experiments?" Tucker clipped his nose shut as Sam waved the noxious fumes away.

"These aren't ecto experiments. It's the food that was in the refrigerator up in the OpCenter. I don't know why Jack was up there last night, but I'm pretty sure the fumes didn't nock him out as he was spilling the containers looking for fudge."

The teenagers looked at the sack again. "Eew! That stuff was in the attic?" "Gross!" "I don't think I'll be hungry for animal products anytime soon." Danny managed to reign in his objection to the trash as Maddie returned to the house without her burden. "Is Jazz home?"

"Yes, I believe she is upstairs talking with a few friends from school." The thin petite blue jumpsuit clad woman hurriedly backtracked from the doorway so the three teenagers could make their way inside and up the stairs. They kept away from the path that lead to the OpCenter.

Jazz was indeed on the phone when Danny and his friends barged in. "Cool your heels. I'm not going anywhere." The redhead removed her hand from the speakerphone and told the person on the other end she was listening. For five agonizing minuets Tucker, Sam, and Danny gestured animatedly while Jazz continued speaking, apparently oblivious to their presence and activities. She frowned at them and reluctantly said good-bye before hanging up and turning an annoyed look to the younger teenagers. "Now what was so difficult for you to be silent and made it so impossible for you to wait?"

Danny grinned. "Professor Parker gave Dash detention."

Sam chimed in. "Dash attempted to bash the teacher around the room not once, but three times before Mr. Parker decided he'd had enough attitude from the football player and assigned him one hour after school with Mr. Lancer."

Tucker nodded excitedly. "That wasn't the best part. You should have seen how Parker avoided every throw handed his way and Dash's reaction when his had was grabbed and pinned. It looked very painful and he was apparently biting back a scream."

Jazz blinked once, then twice. "Tell me everything, one at a time—no interruptions." She patted the bed on which she was sitting and they all pulled up chairs or sat on the floor. Soon, she had heard what happened in the last class of the day. "Here, I was thinking he was odd, but now you're telling me he's very different from other teachers. In fact, it seems he is unlike most adults."

"What do you mean, Jazz?"

"I mean, he was late to first period because some kid banged himself up and had a heart-to-heart conversation with him. I can understand a psychiatrist doing that to help heal emotional wounds, but this guy is untrained. Then there is the fact he lost his own uncle during his junior/senior year of high school and blames himself for that death. He seems to have extreme dislike towards a maniac called "The Green Goblin" and the manager of a newspaper he works for. Parker also left a good female friend and a sick aunt back in New York. From what he didn't say, it appears the main reason he came here was because this was the only place that would take him, but he claims it's because one of his close girlfriends was murdered by another flying maniac who seems to find fighting spider-man his obsession. There are a bunch of little mysteries popping up elsewhere, but that's the gist of what he allowed me to pry out of him."

Danny absorbed his sister's recollection. "You mentioned one Green Goblin and a second flying maniac. I think I saw them both while fighting the Fright Knight inside his nightmare. There were a few other powered individuals I didn't get a good look at as I was too busy dodging the blasts."

Tucker and Sam looked from one Fenton kid to the other. "I take it you don't mean ghost powered."

Danny shrugged. "No, I don't but I don't know how else to explain what I saw and experienced back in that mutated world. Maybe you can figure out what kind of things happen over along the Atlantic Coast or other big cities that might help explain our science teacher's familiarity with the weird and supernatural."

Sam grimaced. "That's a tall order, but I'll see what I can pry out of my parents. No guarantees, but one never knows what gossip and rumors they listen to and remember. Why they try so hard to avoid all common and weird things I don't know, but in this case, it may prove beneficial."

"Thanks Sam. You too Jazz; you make a great listening post." The sophomores stood up and prepared to leave before Jazz spoke up. "You do know I'll get you for the near heart attack you gave me. This just gives me more ammunition." She grinned and showed teeth, which gave Danny shivers down his back. Sam and Tucker just exchanged confused glances.

. . . . . . . . . . . . . . . . . . . . . Elsewhere . . . . . . . . . . . . . . . . .

Valerie Grey found her father on the ground floor of the mall, wasting time by going through each and every store. "Dad! What are you doing?"

Damon Grey jumped up and spun to face his daughter. "I was given the day off but couldn't stand to stay home alone, so I came here." He frowned. "Were you looking for me?"

The African female rolled her eyes but stopped when her dad gave her THAT look. "Actually, I came here in an attempt to throw Nathan off, but he followed me. Kwan managed to make it obvious to the nerd that I wish to be left alone after the geek nearly ran the football player down as he raced to catch up with me."

Mr. Grey frowned. "You know I don't like bullies. . . . . . . Wait, _Kwan_ got the lovesick kid off your back? What happened to Dash?"

Valerie smiled. "It's funny that you asked that. Mr. Parker—the new science teacher from New York—gave Mr. Baxter detention, and made sure the jock didn't attempt leaving early." Val glanced sideways at her dad to see his reachtion.

It wasn't long in coming. Damon resembled a goldfish out of water for a second before he found his voice. "Interesting. I don't believe anyone's attempted to reinforce their punishment if they do give him more than a stern talking to. Did anything else of interest happen?"

Val was tempted to roll her eyes openly, but refrained from doing so. It was nice; lifting her father out of the depression he had sunk into, if only for a little while. Together the family entered an electronics store and browsed through the DVDs.

------------------------------------------------After School------------------------------

Mars arrived home later than usual. It wasn't his fault that he had received detention. He hid the smile threatening to blossom on his face when he saw the front door open and movement inside. Indecipherable words came from his home as well. The black haired crowned kid stepped inside and placed his backpack silently next to the door before crouching down and headed towards the kitchen.

When he got to the wall that separated the kitchen from the living room, Mars carefully positioned his head around the corner and gasped. What were his parents doing inside, arguing?

There were no dishes being thrown, no fists shaking in anger, and his mother was cutting up vegetables for the stew. His father though, stood in the middle of the room and didn't seem to have energy to do much besides talk loudly.

"I'm telling you Grace, I whish I could quite my job like most people can do. But I can't." He spun to follow his wife as she slammed the refrigerator open and pulled out broccoli.

"Don't you dare tell me you're sorry! Tell that to your son, as he's the one missing you. Get out of the kitchen if you aren't going to help me make supper." Grace did not face the center at all. She moved sideways around the corners and slid along the counters as she moved from section to section.

Mr. Leyland struggled to hold cutting words back. "FINE! I'll leave. Just don't expect me to quit." He spun around in blind rage and almost ran over his son. Outside the kitchen, he whispered; "I'm sorry you had to hear that, son."

Mars almost thumped the wall as he fell back in shock. "Mom? Where's dad going?"

Grace Leyland dropped the chopping knife and spun around. Seeing her son looking at her, she ran over and hugged him. "I don't know baby, but he'll be back he always is." She picked the knife off the floor and placed it in the sink and turned the facet on. "Go upstairs and finish your homework. I'll call you down when supper is ready, okay?"

The green-eyed teenager nodded silently. This was a bit much to take in all at once. Making his way back to the stairs, Mars caught the black eye of his father who had hung back long enough to ask one question. "Son, why were you late?"

"Detention." With that simple answer relayed, he hastily made his escape and slammed the thick wooden door shut before opening the window to let some wind inside his room. The sunlight was nice, but he had something to do first.

Outside, Mr. Leyland watched his son poke his head out the window, before retreating back.

Mars sighed before pulling his head back through the window pain and pulling a thick notebook from under his bed. He opened it to a blank sheet and picked up a pen—green ink—before writing the date at the top and pausing to consider what to write.

_Flashback:_

_Mars stood in front of the door that led to the English room where the Vice Principle Mr. Lancer took over when he had detainees after school. He sighed before pushing his way inside. The bald, overweight teacher looked up from the stack of papers on the desk. "Good afternoon, Mr. Leyland._ _Please, take a seat."_

_Mars looked over the room. There were two occupied seats. He shrugged his shoulders and walked across the room to the last row. He took the corner seat and leaned against the window where the warmth of sun cut into the air-conditioned building. The slight difference in temperature felt good._

_He wanted to close his eyes but knew to do so would mean risking falling asleep and possibly another session with an irritated school employee._

_Mars glanced towards the door every time it opened, simply out of curiosity. Lester, the geek pining away for Valerie Gray arrived soon after Mars did. He frowned at the supervisor but didn't argue as he made his way towards the back. A few minuets later, Dash Baxter came in with Mr. Parker on his heals._

_Mars sat up astonished. No one gave the best football player detention. But here was the newest replacement hounding the dismayed student inside the detention room. What had happened? He shared glances with the three other kids inside—he recognized Elliot who had been in a seat before Mars came in, but the other two were unknown to him. They were as astonished as he was. Mars turned back to the conversation between the adults._

"_Mr. Dash Baxter." Mr. Lancer seemed amused. "Normally the penalty for picking a fight with your teacher is suspension, but as this is your first recorded offence, the school board has decided not to move to that very serious punishment at this time. Consider this your official warning." The two teachers shared a glance. Mars looked again at Mr. Parker._

_Was it just him or did the newest teacher look exhausted and out of his depth? He seemed edgy too: Parker's feet kept shifting and he rubbed the back of his neck. But that may have been because he was escorting a student who weighed more than he did to detention._

_Lancer told them both to take a seat. Dash retreated to the chair closest to the exit while Parker made his way to the center of the room and sat in one chair while using a desk for his feet as he leaned back and placed his head on his chest. Everyone, including Mr. Lancer, was astonished by this behavior—elementary school kids put their feet on furniture, not adults. No one in high school ever dared to presume to fall asleep in detention._

_Mr. Lancer cleared his throat. "What are you doing?" It was not a conversational tone._

"_Relaxing, and seeing how far I can push the boundaries before the students react." Parker stiffed a yawn before giving his complete attention to Mr. Lancer. "These seats may not be the most comfortable, but I am keeping an eye on my charge."_

_Lancer shook his head and stood up. "That's not the point and you know it. I can't have fellow teachers show a bad example to the student body and I certainly can't allow anyone to disregard the rules presented by everyone in power. Now, please place your feet down."_

_Mr. Parker complied immediately and sat up straight with his feed on the ground before his head bent towards the chest again and soft snores emerged._

_Mr. Lancer obviously didn't know what to do. Teachers were supposed to sit in view of their students and take charge; not join the young adults in detention or fall asleep in class. Baxter just shot hatred towards the teacher who made sure he didn't miss his appointment with school authorities. Lester couldn't cover up his astonishment at seeing the energetic young man asleep in detention while the other two ignored the unusual situation and hid behind their textbooks and did homework._

Mars Leyland jumped back to the present. No, that episode, however amusing, could not be written down accurately. He glanced at the clock. Maybe something else would suffice. Mars knew full well that his hidden and private notebook wasn't for his eyes only—someone had been reading his entries and judging his metal state with no regards to the events recorded or other happenings at home. So far though, he had managed avoiding how unnormal his family was and how the situation at home with his parents was hurting him emotionally.

With his black hair falling into his eyes, Mars glanced at the door. He sighed before glancing back at his notebook, then at the right arm supporting it. Eyes widened in shock.

Where was the white gauze Mr. Parker had wrapped over his wound? And why did his skin look whole? He'd been injured before and he didn't normally heal this quickly. As Mars puzzled over the "missing" bandage, the air around his arm slowly shifted and the white covering reappeared. He frowned. Was that his doing?

The notebook fell on the bed as he got up and closed the blinds. With it darker inside his room any potential discoveries shouldn't be as shocking. He stood in the center of the room and concentrated on becoming invisible. Nothing happened. He tried several other emotions to see if he could change his appearance in vain. Several minuets later, he flopped again on his bed and picked up the notebook and started drawing simple figures in random spots. As a picture subconsciously came about he lost himself in memories once again.

Mars looked at the covered paper. It was odd seeingt what he had drawn while on autopilot. Eh, no one else would ever see it so who cared if he kept the odd piece of paper. On second thought, Mars tore the sheet out and threw it at the wastebasket by the door. He rewrote the date on the top sheet and wrote, "Nothing happened. Everything normal," before shutting the notebook and placing it under his pillow and pulling out his math book and worked on the homework. He finished the math after turning on the side lamp so he could see the material inside.

p . . . . . . . . . . . hours later—or so it seemed. . . . . . . . . . /p 

His dad interrupted the homework session. "Dinner's ready. Come down to eat." Mars left his backpack behind as he went downstairs and sat at the small square table. Aside from the clanging of silverware, silence dominated the meal until Grace asked, "What happened to your arm?"

"This?" Mars glanced at the white clad arm and remembered too late he had wanted to wear a jacked to cover up the only evidence of his self-inflicted wound. "Oh, just a scratch I received in basketball during gym class. The nurse quickly bandaged it up and wrapped it a bit much, but it doesn't hurt."

"Really." His dad was studying the arm with a vacant expression in his eyes. "Seems to me, someone would have reported having to cover a scrape as nothing is given to students without approval from the parents.

Mars shrugged. "It's just a scratch, no blood. Honest."

The finished the meal without saying much else. As soon as Mr. Leyland pushed his plate back, Mars jumped up and carried dishes to the kitchen sink where he began running the tap water so the heater would react and he delay his eventual dismissal to his room. Putting the remaining stew away took some doing, but he managed. His plan didn't pan out. Nothing of consequence about his dad's job nor the strain it was placing the family in was spoken about. Reluctantly he finished drying the dishes and put them away. On a whim though, he didn't pass through the walkway that lead to the stairs. He propped himself up on the counter and waited for someone to chase him out.

After a few minuets, Jon poked his head inside the kitchen and scanned the room for his wayward son's presence. There was no one there. Odd, he hadn't gone back to his room either. He gave himself a mental slap. There was no way his son had any special powers or talents. He himself was perfectly normal and the x-gene was almost always inherited from his father—if the mother had given it to the child, rarely did it activate except under the most stressful of circumstances and normality did not provide the stressor needed. His family and this town were as normal as one could find.

Jon wandered back to the living room. "Mars must have gone up earlier. Do you still feel the need to point out my faults?"

Grace looked up from the woman's fiction book she was reading. "No, I think we've harped on that enough tonight."

Mars had held his breath when his dad looked in and was shocked when he seemed to have gazed right through him. He frowned and cautiously made his way upstairs, making sure to skip the squeaky step. Back inside his room he closed the door and looked at the mirror taped on the back. The frown was back while he attempted to interpret what he was seeing.

The sight made no sense. According to the mirror he wasn't there at all. Mars opened the shutters and let moonlight stream inside. He turned back and kept a careful eye on the image relayed to his brain. There was undefined motion but it was just an impression, nothing definite. Mars looked at himself and was astonished to discover he couldn't see himself.

He felt himself becoming faint and almost hyperventilated. Mars made it to the light fixture and turned on the lights. He closed his eyes to slits and saw a dark outline of the room slowly blend with the extra light. The change came from where his legs were supposed to be. He fell down and hit his head on the edge of his bed. Pain flooded his head.

Jon heard the muffled thump and rushed up the stairs. He opened his son's door and saw his boy spread out on the covers. "If you're that tired son, try sleeping under the sheets—it's warmer but not necessarily more comfortable."

Mars picked his head up and attempted to sit up. "Sure dad. I'll see you in the morning." He managed to bring himself up about halfway before flopping down again.

Jon stood in the doorway. "Well, good night son." He heard a muffled, "night pop" as he closed the door and made his way back downstairs.

---------------------------------------------------------------------In the Ghost Zone---------------------------------------------------------------------

Skulker followed the Fright Knight to the training grounds on the remains of Pariah Dark's castle. It wasn't hidden at all, but few ghosts visited the place if they could help it. Even Walker avoided the sight of the last great ghost battle unless one of his escaped prisoners was attempting to use the area as a shortcut to the human realm.

There were a few ghosts standing on the rubble as they waited for the trainers to show up. One of them wasn't paying any attention to his companions as he was still getting over the fact he was dead and was now in a real ghost realm. His nauseating bright yellow cape flapped in the nonexistent breeze. His head was hidden under a grayish black hood that encompassed his face. The mechanical ghost smirked and flew up behind the newest ghost and whispered, "boo."

Immediately the other ghost jumped forward and landed on its face despite his efforts to keep himself up. "I still can't understand how you guys fly." He pushed himself up and walked over to the small group that was waiting for him. "Forget it. I can't do this! There are no special machines or guns or hidden tricks that will allow me to work the same 'magic' all of you are capable of."

The purple flamed seated ghost looked at the crowed below him. "You will learn because Plasmius has decreed you will help us defeat Phantom." The Fright Knight kicked his ghost horse and it walked off; his task was done, now waiting and watching were in order.

Skulker glared at the caped one. "Ghosts don't come very often young one. Those that do are typically more open-minded than you, but none were as enriched in a scientific background as you were. I still don't understand why Walker was able to talk me into accepting you."

"Let's get this over with. What do you believe me to do, right now?"

"Finally, some progress." Skulker turned to look at the other victims. "All ghosts have three basic powers: flight, intangibility, and some kind of ecto weapons. Hand beams are common, with eye blasts taking significantly longer to show up if ever. A few can pull ectoplasma out of their body or their surroundings and shape it into various weapons. One good example is The Fright Knight's Soul Shredder, but it no longer takes him conscious effort to keep it solid."

So, we leave the small group of thirteen alone as we find the three ghost vultures that have been following Norman Osborn. . . . . . . . . . . . . . . . . New York City . . . . . . . . . . . . . . . . . .

New York's crime lord, known among a few as the Kingpin, held his internal rage in check. If any of his "employees" knew that he wasn't in control as he so often claimed he was, they would be at his throat. Playing with enemies like Norman Osborn was a thrill to be enjoyed. Keeping pests like Spider-Man and the New York Police force off his back took guts and determination. But Captain America, now he was an exceptional opponent. That is why he was so enraged with the killing of America's veteran hero—not that Thor or Iron Men weren't threats as well, but the Cap was a bigger one in his quest for justice and liberty for all.

The massive man known as Kingpin snorted to himself as he waited for a few of his underlings to show up. Yes it was taking a chance on having them all show up here, but this wasn't his main hideaway anyway—just an afterthought for a storage room for weapons or drugs. His eyes seemed to grow with internal anger and hatred. He looked up as one last person showed up. "Ah, Good to see you, Mr. Osborn. How was your trip to Wisconsin?"

The wealthy man glared weakly to the man hidden in the shadows. " It was fine sir. Here are the papers and recordings that Vlad Masters signed." He placed the items on the desk in middle of the room, before stepping back and heading towards the exit. No one noticed three blobs come through the walls and land on the ceiling supports. A quite squawk was given voice before one green vulture stayed behind to watch the proceedings while the other two continued following their target as instructed.

Kingpin shifted his powerful gut out of the chair and walked among the assembled men. "With Captain America gone, I need to know who is planning on taking his place in the hero realm. Does anyone have inside information?"

A nameless grunt, hired for his muscle and accuracy with weapons, raised his hand. "Spider-man, maybe? The red-blue clad figure hasn't been seen here lately. I also heard rumors awhile back that he was made an inactive member of the Avengers."

Nods filled the room. "True, "Kingpin admitted," But I have reason to believe otherwise. Besides, that particular crazed costumed figure tends to be a loner and has attracted potential allies before. I doubt the group is willing to overlook those emotionally driven reactions. What's the status of the other earlier members of the Avengers?"

A woman spoke up. "Iron Man has gone back to protecting Anthony Stark and inventing more things for S.H.I.E.L.D. Thor was seen over in Russia—why there, I don't know—Hulk's rumored to have landed in the jungles of Africa, and the others I am uncertain about their whereabouts." She spoke up hastily when the master gripped the desk and cracked the edges. "I will find out sire, immediately if I am excused." She beat a hasty exit.

The others shared uneasy glances. They didn't know much more than that—and if one had nothing to add, silence was required or one's life could be over within seconds. Replacement members and temporary additions to the Avengers were not considered as powerful as the ones mentioned before, but together they were dangerous. Times had changed and it seemed most of them had moved on—some rotating "shifts" on the active list, while others appearing randomly. There was no love lost between various members though. Even superheroes had vices that normals and powered breathen rubbed too often.

The vulture that had "elected" to remain behind wasn't interested in the remaining proceedings. He kept a black eye on the powerful one who used shadows and fear to his advantage. Yes, this man was Kingpin, whom Plasmius demanded to know more about.

. . . . . . . . . . . . . . . . . . Still In The Big Apple . . . . . . . . . . . . . . . .

Norman Osborn walked to a nearby subway station. He knew why the "boss" had chosen to meet within Harlem, because it made it more difficult for the police and other authority to find him, but it made getting to the meeting place that much harder. Also, it was imperative that all obviously well off men get off the streets a.s.a.p. Cabs weren't an option—the drivers routinely recorded information, and limousines were too noticeable. A car was acceptable but it was highly probably it would be stolen or worse. No, the best route was the underground subway. No one saw him leave or get on.

After leaving the recordings of Vlad giving his word to leave the ghost-infested town alone, there was time for one more trip before coming out in public once again. Once in the heart of the working city, Norman stepped off the subway and into the shadows. He called his driver. Minuets later, the ride arrived and he gratefully stepped inside the air-conditioned vehicle. Soon enough they arrived at the mansion somewhere near New Jersey.

A tall, thin, brown haired young man walked up the gravel pathway under the archway and opened the door. When Norman stepped out, the young man pulled Norman into a hug. "It's good to see you father." He stepped back and gestured for the driver to pick up his dad's luggage and was startled when the man shook his head no, indicating there was no baggage. "How was your business trip to the Middle States?"

"Not bad Harry. Not bad at all." Norman ruffed his son's hair. "You should visit some of the more quaint towns. It relaxed me quite well."

"Sure, pop, sure." Harry nodded agreeable, before bluntly asking, "Why are you acting odd? For all the years I was growing up, this is what I needed to see and know, but now? What's changed?"

Norman stopped in the path. "Nothing Harry. It's just I though it was time we had some family bonding as we haven't been as close as I would have liked." The remaining two ghost vultures sped in through the mansion as they struggled to keep the unwanted visitor in sight. At least now they had a basis of operations and the one Plasmius wanted to threaten, but would it be enough? They didn't know nor did they care. They weren't even proper information gatherers.

---------------------------------------------------------------------Amity Park---------------------------------------------------------------------

Mars drifted off into exhausted sleep. Maybe tomorrow would hold more answers. But he sure wasn't going to ask his parents. Parker though might understand. Teachers though weren't supposed to show favoritism, and they sure weren't paid to be replacement father figures. Whatever.

Tucker and Sam wished the Fentons good night before walking home. They weren't afraid of the ghosts as Phantom was there, keeping their way ghost free. The three friends shared glances. No, the adults wouldn't understand why they felt safe with a ghost protecting them. Few people saw Phantom as being different to an extreme. Jazz did, but she was insightful and not an official adult despite her aspirations to be treated as one.

Peter Parker glanced outside before retreating to his apartment. He didn't want to spend all his free time here as there was much to be done elsewhere, but the town was healing him in ways he didn't understand. Sleep was a necessity, but the food wasn't something to live for.

Off to the side, a watcher stood waiting for the town to sleep. Before midnight struck, Plasmius noted that his minions were getting restless. There seemed to be few citizens awake and fighting the inevitable. All the better for him. Beyond the Fenton Portal, Fright Knight shifted uneasily and Skulker also noted the difficulty the others had in keeping on track. Walker was nowhere to be found and that worried many.


	18. Sorry for the wait

**A Phantom Spider **Chapter 18, By Quacked Lurker

**Author's Note:** Whoops. Look at how time has flow by. After I got home after Easter Vacation, I promised myself to type a new chapter and post it by weeks end, then I get sidetracked and decide to edit the sucker. Anyway, editing this thing took two weeks because I share this computer with my siblings and have a time limit under my name, . . . .edited due to rambling content. . . . . Back to the story.

**Thanks to **_**JC**_**, FantomoDrako, Shadewolf7, PotterPhan21, and SpartanCommander**

P ---------------------------------------------_Disclaimer: Don't mind me, I'm just the one typing_------------------------------------------ /p 

Mars Leyland woke with the sunlight streaming in his eyes. Green-hazel eyes looked at the clock beside the bed and he groaned before trying to burry his head beneath a pillow. It was too early to get up even though school started soon. His attempts at delaying the inevitable didn't work.

The young man tossed his blankets off the bed and turned towards his closet. It didn't take long to pull out a t-shirt that reflected his mood right now. The message was crude, but it wasn't his problem if others took offense to the clothing.

He made it through the "wake up" routine, before the alarm clock shrilled its warning blast. Black hair covered the face as the teenager jumped down the stairs. He could be noisy today; the air was tinged with the smell of fresh brewed coffee.

Breakfast was silent as the three people ate or finished fueling their bodies for the work ahead. Mars didn't see the reason for these family times if there was no conversation between him and his parents, but it was a routine he was familiar with.

Before leaving, he double checked his book bag and made sure all the homework was accounted for, then hugged his mom and ran out the door. His dad hated physical contact, and also despised being spoken too if he didn't begin the round of communicating. There was something more though, Mars was sure of it. It was almost as if the father was ashamed or fearful. Couldn't be. His pop almost never broke down—took time to cool off if he felt himself loosing his temper, but surrender and quit just weren't words he knew.

Mars Leyland missed the swirling ghost that appeared seconds after he left the building. Behind him, and unnoticed, a blue skinned ghost—no glow—in a white cape floated above the sidewalk. As this creature spoke, sharp canine teeth appeared. "Poor boy, if only you and the others knew what was in store for today. That's not my problem." With a flash, the vampire was gone as if he'd never been there.

p . . . . . . . . . . . . . . . . . . . . . . . . . . _Disclaimer: Not mine. Not mine_. . . . . . . . . . . . . . . . . . . . . /P 

Danny Fenton was awake in bed for almost an hour before he gave up the pretense at trying to fall back asleep and jumped up. He couldn't believe his eyes when he looked out the window. It was barely daybreak, and here he was getting ready for school when there were still ninety minuets to go before school. Well, changes in habit were okay from time to time, but still, this drastic detour from normality would be enough to get his parents attention focused on him and double-checking for overshadowing or ghost viruses/colds.

T was life in the Fentons where one's parents were ghost fanatics and needed something concrete that showed ghosts were real—as if the attacks on Amity Park's people and structures weren't enough.

Jazz sipped her coffee and heard footsteps announcing the presence of someone else awake and coming down for breakfast. Out of habit she called "good morning, mom," and almost spit out the mouthful of coffee she'd just taken when her brother grumpily replied, "I'm not mom. Get your eyes checked."

"Danny! You're up early."

"Yeah, I noticed. Couldn't sleep after a passing ghost woke me up. I spent fifteen minuets searching for the sucker and he escaped my clutches."

A red eyebrow made its way up the forehead. "You've been talking with Skulker too often. You sure your okay?"

Weary blue eyes shot an accusing glance at the other human figure. "I'm fine. Why did you say I've been talking with Skulker lately? The last time I remember seeing him was three weeks ago, over Nasty Burger near the mall. Wait, that's a long interlude between traps." Concern began lacing his voice. "It's been too long since I've had a real challenge. Now I'm worried that Vlad's up to something."

"V-man's up to something nasty? Come on son, you must be joking. My college friend V-man wouldn't hurt a fly." Jack nearly tripped over the stairs as he made his way towards the kitchen. "Do we have any. . ? Ah, here it is." Father Jack pushed the milk and eggs aside to pull out the huge bowl of fudge that had been hidden in the back of the refrigerator. "I knew Mads had made some, but she made me promise to leave it alone until morning." Happily, the man in the orange jumpsuit dug into the bowl with a wooden spoon and munched away, content.

Maddie came down soon after. "Jack. That was supposed to be tonight's desert. Or had you forgotten about the invitation for all the parents and students to meet in the school gym and talk with the teachers about grades and stuff?" She moved over to grab a clean mug and poured herself a cup of coffee before examining the rest of the family. "Danny! You're up early. Are you clean?" She put the mug down and took of a glove and approached her son.

Before Danny could move back—without using ghost phasing talents and causing more of a stir—Maddie pressed her bare hand to his forehead. "Hm. You feel fine. But just to be sure, I think you'll need your temperature checked." She turned back towards the cabinets and searched through the containers. Danny took this brief distraction and made it out the door, intact and early.

Jazz just watched from behind her cup. It was nice to realize someone cared for you, even if they were oblivious to the truth.

P . . . . . . . . . . . . . . . . . . . . . . . . . . . . Got-to-go. . . . . . . . . , . . . . . . . . . /p 

Tucker jumped out from under the covers when his computer monotonically announced the time thanks to the programming the tech-geek had designed. It got rid of the annoying alarm clocks that ticked and kept insomniac sufferers awake.

He rushed through his room picking up the floating papers he'd not organized into a binder after finishing the assignments and hurriedly drowned a protein shake. It wasn't meat, but at least it wasn't vegetables and his parents insisted he have something to eat before going off to school.

The red beret was jammed onto his head after the yellow sweater was pulled on top, as Tucker Foley ran out the door after hugging his parents.

He made it to the corner and would have continued running towards the Fentons if he hadn't tripped over Danny. "Hey! Watch . . . . Danny? What are you doing out here?"

The blue-eyed Caucasian sighed. "Long story short. I couldn't sleep after being rudely awakened, and evacuated the house when mom noticed I was acting weird. Shall we go on to catch up with Sam?"

The African teenager showed his pearly white teeth. "Sure. Can Phantom get us closer or do you have to remain as Fenton?"

Danny laughed. "Phantom needs to be released. Aside from the short-lived ghost invasion last week, there hasn't been any attacks and I'm going stir crazy." White rings traveled up and down, replacing the normal solid human frame with the ghost outline. "Jazz would have something to say if she knew my powers are acting up again."

Before Tucker had a chance to respond, Phantom zipped into Tucker's body. Normally dull green eyes flared into an eerie glowing green before reverting back to their hazel coloration. Almost immediately after taking over the body of his friend, Phantom turns them invisible and flies them towards Sam Manson's mansion.

Once arriving at the edge of the property, Phantom leaves Foley's body and holds the human up as he slumps over from the sudden release. "Darn, you Danny. I really wish you'd stop doing that."

"Sorry, Tuck, but it's the only way to get you over here above street level. Now I'm going to see if Sam's ready to go." Phantom dives underground and aims for the room that he knows his best friend has taken over.

Inside, it seems the parents—Jeremy and Pamela Manson—were absent for the time being and Grandma Ida sat cooking up a batch of blueberry pancakes. "Eat up Sammy. This food is totally organic and your parents like them."

Sam, wearing black as usual, but in long pants instead of a skirt with long purple nylons/socks, dropped her head onto the table where she sat. "Reason enough to avoid tasting the food.'

Grandma Ida tisks and shoves a plate towards her only living granddaughter. "Running away from everything your parents touch is no way to be yourself. Don't antagonize your mother just because she needs to see you in pink all the time. Besides, who do you think first thought of adding fruit to the pancake batter?"

Purple eyes widened as the teenager looked across the massive kitchen. "You? In that case I'll try one."

Phantom popped in and shoved his head through the table in-between the two females. "Got enough for two hungry boys? Foley and Fenton are outside wanting to know if your ready to go."

Ida spins around and smiles as she spots the head of the infamous ghost boy. "Sure do, sonny, but please knock before coming in. It's rude to not notify the household when one approaches."

Phantom blushes. "Sorry about that miss. I'll get the boys; with your permission."

Minuets later, Danny Fenton and Tucker Foley are lead inside by a butler. "Hey Sam." The two pull up chairs and grab a plate. Tucker sniffs his syrup-drenched food and glares at his best friends. "You are trying to poison me. I'll eat it though because your grandma made it and one does not disappoint her."

By the time Tucker finishes his first pancake, Sam and Danny have devoured three. "Thanks, madam, but we really must be going. It's time for school."

"Any time dearies. Any time." Grandma Ida called out as the three teenagers left.

P ------------------------Disclaimer: I have nothing to do with the show above------------------ /p 


	19. Town meeting and more

**I would like to thank my reviewers: JC, SpartanCommander, and rika195**

**Disclaimer: I do not own Danny Phantom or Spider-Man**

P ------------------------------------------------Chapter 19--------------------------------------- /p

Parker didn't wake in time to go to school as Peter, the civilian, so he used his Spider-man identity to swing him over the traffic and onto the school grounds. None of the teenagers looked up and fewer glanced at the trees planted near the bathroom windows.

Mr. Lancer thought it odd that he didn't see the newbie pass his office on the way to the science room, but he thought nothing of it when he heard Mr. Parker calmly taking roll during the Advanced Placement Physics class.

Jazz hid a smirk when the teacher arrived seconds before the warning bell rang. Professor Parker seemed distracted by something; that much was obvious from his slightly rumpled clothing and faint flush in his cheeks. Maybe he'd been outside a enjoying the freezing breeze that seemed to have sprung up overnight. She shrugged internally—it was none of her business and she needed to reread the chapter and take notes for the test coming up in two weeks.

Other than almost missing the beginning of class, Parker had an enjoyable day. Well, there were a few potential problems that stopped when he made his presence known. Dash had threatened several freshmen before lunch time and the bully was almost as upset at seeing the teacher walk up as Parker was at having to stop drop everything to preventing fights from occurring. Not that the targets would tattle on Mr. Baxter, but riots and muggings weren't preferred at all.

Oh, Peter had been taken by surprise when Jazz Fenton asked him if he was going to be at the community Parent-Teacher meeting tonight. This was the first he remembered hearing about it. So, during lunch he hunted down one or two of the teachers that he trusted. Mr. Lancer was the first he found.

"Sir," Mr. Lancer glanced up from the papers he'd been grading when Parker poked his head in. "Is there a family night thing held at the school tonight?" The new teacher looked flustered.

Lancer had to think for a moment. "Oh, there is. Sorry, I though the welcoming committee remembered to warn you about it. Small town tradition. It works better than the traditional "back-to-school" night. Plus it brings in money because there is a bake sale that occurs at the same time." He shuddered before continuing. "Just stay away from the food at the Fenton table. I think I heard Danny talking about mutated hot dogs trying to eat him."

At this, Parker perked up. "Mr. and Mrs. Fenton are going to be there? Maybe they'll be able to explain the inventions they carry around all the time." He left looking happier than when he'd arrived. Meanwhile, Mr. Lancer just shook his head. _Scientists. They're all the same._

P . . . . . . . . . . . . . . . . Elsewhere. . . . . . . . . . . . . . . /p

The Fright Knight growled as he waited by the Fenton Portal. He hated the infernal human invention, and despised being ordered to baby-sit the one called Perplexer. Not that this new ghost remembered his name before he died, but he'd shown an ability at sowing confusion. Too bad he couldn't control the power (if it was one) consciously. At least the yellow-caped ghost had managed invisiblity.

The black warrior reigned in his steed as Plasmius teleported in. "Time's a wasting" the halfa managed to say before bursting into laughter. Immediately purple flames covered the grayish black hood of the least powerful one among them. Plasmius gained control of himself shortly after.

"Impressive." He stated monotonically. "I didn't realize you knew how to work something beyond the basic common powers."

"What are you talking about? And will you please remove the covering from my face? I can't see!" Perplexer complained.

"You don't know?" When the ghost answered in the negative, Plasmius explained. "It takes a while for some ghosts to figure out what they can do. There are powers that are shared by many—teleportation and size changing or even control of intimate objects are a few examples of this. You seem to have found one unique power I haven't encountered yet—the power to make others laugh uncontrollably."

"Oh." The yellow cape swished as the ghost walked about. "I didn't make you laugh, I influenced what you saw. It was something that helped me fight Spider-Man and he managed to get past all my offensive and defensive capabilities rather quickly." He shrugged. "I'm good at that stuff because its technology, misdirection and allusion, not magic."

At that statement, Fright Knight sighed. "He's been like this since he was dropped off by Walker before that infernal guardian dropped out of sight. Perplexer refuses to believe he's dead and hasn't flown or changed his tangibility yet."

Plasmius looked shocked for a moment—at least as much as his blue face, red eyes and canine teeth let him. "Never mind. It's time to get in position. Are the others ready?"

"No, sire. Skulker's not having much luck with the others—all disrespectful and trouble causing miscreants that should have stayed in the jail. Are you sure I can't leave this one alone? He's almost as annoying as Technus."

"Not yet. Postponing the operation will have to do, but we can't wait much longer. There's a festivity going on at the school later tonight. We'll take advantage of that." He left as quickly as he came.

P . . . . . . . . . . . . . . . . . . Back in the real world . . . . . . . . . . . . . /p

After school was let out, the teachers were all assigned "jobs" to do once they arrived at the gym. First the floor was swept, tables pulled out, chairs provided, and one set of bleachers was pulled into place as well. It took some time to organize everything, but they got the work done quickly.

By four thirty, the room was set up for occupation, but it was left alone until after dinner—about five p.m. for some families. At five thirty, parents and their families started arriving.

**Principal Ishiyama** welcomed the townsfolk as they arrived. The Mayor, **Ernesto Montez,** would have been there as well, but last-minuet duties called him away.

Mr. Lancer was kept busy rounding up the preteens who tried getting inside the school without permission. It was after hours and they weren't students-yet-and the cleaning crew didn't need anyone going through right now.

Inside Casper's gym, it was crowded, but not packed too much for movement. As predicted, a few families brought food and were serving it to hungry people. Pocket change moved around. There was one table that everyone was avoiding—the one where Maddie and Jack Fenton tried enticing locals into trying some of their food cooked inside their ecto-converted machines. Jazz and Danny would have gone off on their own if Mrs. Tetslaff hadn't turned a stern eye on them. She gave all students the death glare that kept them in line at these social gatherings.

In contrast, Peter Parker wasn't left alone. He was first besieged by those parents thanking him for coming on such short notice, before Scott Baxter pushed them away. His angry face was enough to warn the others that he wasn't going to deal with interruptions and the other adults quickly left.

Parker, for his part, knew this conversation would be bad—and he didn't' need the warning buzz from his spider-sense to tell him that. Dash followed his father and helped corner the "puny" science teacher. "Can I help you sir?"

"Yes," drawled out Scott. "You can tell me _why_ you gave my boy detention and almost kicked him off the team by virtue of missing a mandatory football practice." He clenched his right fist at his side.

Parker regarded the man and his statement. "While I knew there was sport practice going on and your son is an excellent player, that doesn't excuse him from bulling students and attempting to hit a faculty member he hates with a passion. Frankly, Mr. Baxter got off easy—next time he hits some one, he will be expelled—school policy. Now, if you don't mind." Peter pushed his way past the muscled wall-like obstacle and made his way towards the other end of the room.

Scott really disliked the attitude this newbie was giving him. _Doesn't he know I'm the past school champ and have a roomful of awards and scholarships? He'll get what's coming to him._ He roughly grabbed the science teacher's shoulder and was almost thrown back in shock when Mr. Parker shrugged it off as if it were nothing, despite him putting all his strength and talent into the one-hand hold.

He looked at his son. Dash seemed shocked and relived. "What did he mean by saying 'Next time'?"

"Nothing, dad, it's nothing." The tall blond looked around and spotted Mars accompanied by two adults he didn't know. "I've got a previous appointment. See you later." . . . . . . . . . . . . . .

Mars Leyland fainted when he found out his parents were willing to go to this social event. He was stunned by the fact they were willing to take him and meet his teachers as well. Mars had taken the time to pull his overlong bangs into a ponytail that kept his eyes unblocked. Green eyes drank in the view of practically the whole town engaging in small talk and having a grand time. He couldn't remember the last time he saw or experienced something like this.

Mr. Leyland held out one arm in front of his boy, when Mars started moving off towards a group of people he knew. "Introduce us to the teachers, first."

Mars sighed but complied. He spotted Mr. Lancer and waved the vice-principle over. The bald teacher was introduced as the English guy who focused on Shakespeare. Grace Leyland wondered out loud if that wasn't something that should be reserved for the Honors classes instead of being mandatory reading for introductory English classes.

Two teachers later, Parker politely came up and asked his third period student who the adults were. "These are my parents; Mr. Leyland, and Grace Leyland. Mom, Dad, may I introduce you to my general science teacher, Mr. Parker."

"Charmed, I'm sure." Mr. Leyland civilly replied. "You're the new guy; the replacement teacher who got pulled in after the last one ran out? I admire someone willing to jump in feet first before knowing what the waters are like." He turned back to Mars. "You may go, now."

Mars and Parker both heard the dismissal, but did nothing to disrespect Mr. Leyland's authority. Mars left and aimed for Danny, who was alone except for his family. Parker remained quiet until Grace spoke up. "Thank you for getting our boy to open up. He's usually as silent as a mouse, but he's been talking non stop about you and your class."

Parker was thrown back verbally. From what Mars had let go, he didn't have much love or attention from his parents. Was his willingness to listen and treat the freshman as an adult worth that much to Mars? Apparently and it now seemed to be paying off as well.

Before he could respond, Scott Baxter arrived and pushed his way between the three adults. "I haven't finished talking with you, Professor," he spat and turned his back on Mr. Leyland.

That was a mistake and before the intruder could do anything else, he was enveloped in a judo hold that prevented him from moving. While Scott sputtered, Mr. Leyland whispered something in his ear, before letting go and spinning his prisoner away. A few individuals were pushed down as Scott landed on them, but nothing major happened in retaliation. Irving Burns glared at several adults nearby, but just picked himself up and huffed off.. . . . . . . . . .

Sam hated these social get-to-gathers with a passion. There was no way of getting out of wearing something she liked. At least the dress didn't have too many frills and lace—at least, none that were intact, as she had attacked them as soon as she got a kitchen knife to show her opinions of the colors and decorations. Pam Manson almost had a fit before Ida stepped in and reminded her daughter that Sam was special and should be allowed some leeway in these less formal occasions.

Too bad Sam hadn't been able to change into something more gothic—the purple socks, contacts, and lipstick did wonders towards her willingness to attend and be seen in public with her parents. Ah, well, Danny liked her for who she was and not what she had or wore. As soon as her parents began talking with a couple of the teachers she ran over towards the Fentons.

"Hey, Danny."

"Hey yourself, Sam. I like the new look. Just don't make it permanent—Paulina or Valerie might decide they like the fashion statement and copy you."

She laughed. "Not likely as I'm still an outcaste."

"Yeah, but you arrived with your parents and their dress practically screams money." Shoulders encased in a blue suit shrugged. "The A group may be willing to forgive your unsightly habits of everything that makes you, you, if it means they have a chance at some _real_ living."

p -----------------------------------Don't mind me, I'm just the one typing-------------------------- /p

**JC**—thanks for the review—what an April fool's joke. A shame what some will do to get noticed or remembered. Just don't spoil the movie for me after you see it. One other thing—I'm not Stan Lee (he's old enough to be my grandfather)

Plushiemon—I believe you were my one hundred th reviewer—just have been forgetting to put this in.


	20. Chapter 20

A Phantom Spider by Quacked Lurker, Summary: A messed up Marvel comic 'verse plus au Danny Phantom meet. Oc's added and stir with my favorite characters—what do you get? This.

**Disclaimer:** Forget about official ownership of everything . . . . . just sit back, enjoy this belated segment. Don't forget to review and post your opinion.

_Previously—Amity Park vacates the town to attend the annual teacher-parent night held at Casper High. There, introductions are tossed around and compliments are traded._

In the Ghost Zone:

Perplexer waited impatiently for the signal. He hated the fact he couldn't recall his past or even his rightful name. Without warning, he was swept away by his introduction to this zone.

There was pain at the base of his skull accompanied by a brief explosion of metal in the right temple. The sudden absence of all feeling was a welcome respite from the stabbing, agonizing pain that had throbbed with every movement. Before blacking out completely, he saw a red mask in his dying vision and then knew no more.

Sometime later, he woke and recognized none of his surroundings. This time, it did not conform to expectations of what past experience had taught him. Normally, when he awoke in police custody or in the hospital, a well meaning healer addressed him by name and asked him innocent questions that let them determine his mental, and sometimes physical, well being.

Not this time. A dull green light irritated his sight and he moved an arm to block the light. The slight movement proved to be a mistake as it sent a wave of pain down his arm and alerted the guard he was conscious. While adjusting to his surroundings, he though he saw a gray-skinned human pass through the door. Soon after, a gravelly voice spike to him.

"So, your awake. Good. Can you tell me your name?"

Startled, he glanced up and found a white skull glaring at him. He almost jumped out of his skin wondering how and why the Ghost Rider was after him. "Please leave me alone, Ghost Rider" he told the talker. "I haven't done anything to those under your charge and I don't have a guilty consciousness!" he blurted out in confusion. Too late, he realized the differences between the Ghost Rider and this guy. Both had white skulls, but that was where the similarities ended—GR had reddish yellow flames engulfing his bones and was known to wear leather. This guy had no flames and was covered in a white overcoat, complete with a ten-gallon hat ensemble. "Wait, you're not the Ghost Rider. I don't know you."

The white skulled one frowned. "Correct. I am Walker—not the Texas Ranger, but the jail keeper of the ghost zone. Now, I need to know your name. Can you tell me what others call you?"

Hyperventilating, the yet-unnamed-Perplexer admitted, "I don't know. In fact, nothing form my past has any clarity to it. It as if it were all a dream, a horrible nightmare I do not wish to live."

Walker sighed. "Great, a fresh newbie." He mumbled to himself before asking the nameless one if he would be interested in some work. After receiving an affirmative answer, Walker edged out of the sparkly furbished room. "Skulker! I've got a new ghost for you who might do well in the rehabilitation program."

A second person—this one built like an android with his grey mechanical skin and jerky movements in the confined space, approached. He had green flames for hair, which was rather odd, but not as scary as having no skin. "Greetings, nameless one." He too frowned. "You need a name, but that will be taken care of later-if you prove able to do what is required."

After that, everything became hazy again. Slowly he realized he was supposed to be dead and was now a ghost. This realm was unusually demanding in that all the inhabitants were supposed to be able to fly, turn invisible, and go intangible on whim or as needed. After watching the "coaches" in action, he figured out a way to use this invisibility. It was close enough to actions that came naturally to him, so that change wasn't much of a challenge. Everything else though was a bit out of his league.

Sometime during the training session, he became board and began entertaining himself by imagining his worst fears onto the other trainees. Their reactions were quite amusing to say the least and he laughed silently. This too wasn't too difficult because he'd used something similar against . . . . against . . well, in his one-on-one fights. After the black knight stood between him and his victims, intending to reprimand the newest ghost, he snapped and walked off in a huff, using a similar trick to keep the others from following him.

Shortly after, a green female genie, and a man who could have walked out of a museum approached him. "You've caused a lot of trouble by showing up" announced the female. "Make a wish, and I'll grant it. No strings, no mistakes."

The yet unnamed ghost looked at the gaudily one and sneered. "No thanks." He then turned to the other one. "What are you doing here?"

The male visitor shrugged and pulled a dictionary from his pocket. He leafed through the pages while mumbling to himself and the other two. "You are an unusual ghost. So many assumptions about ourselves have been thrown out the window by your arrival. Your presence here is causing many distress and others have become upset. Let, . . wait that doesn't work."

The wanderer snarled. "Good luck asking that ancient book in using it to find one word that describes me. Don't you know there is always an exception to every theory and most beliefs? I intend to continue redefining everything."

The ghost with the dictionary snapped his fingers. "That's it! You are unusual, no? And you cause those around to be confused so maybe a good name will shout that quality out." He flipped the dictionary over and opened it—it was now a thesaurus.

Intrigued, the nameless one held out his hands towards the book and skimmed down the page. "Mystery sounds familiar but doesn't fit."

"How about Perplexer?' asked the floating woman who'd never been told to leave.

"But that's not a real word" gasped the older man even as the yellow caped one nodded. "Works for me and it challenges even more rules and assumptions." He let the book go as its owner grudgingly said, "Fine, I'll go tell the others you have chosen a name." The two left reluctantly, and the now named Perpelxer watched them with a thoughtful look on his face. "It worked? Cool. I am not powerless in this nightmare. Perhaps the Fright Knight will have a few more tips."

Now Perplexer was back in the present, waiting for the chance to do something besides wait. He willed himself still when the black rider waved a purple sword towards his position.

_Human World_: Amity Park

Meanwhile the humans in Amity Park have been having a grand time—aside from the one time practically everyone held their collective breaths when Mr. Leyland shoved Scott Baxter aside. When no fight broke out, the incident was largely forgotten by most of the adults as the night went on.

Back at the Fenton table, Tucker Foley came over while Danny Fenton was talking with Sam Manson. Tucker grinned when he noticed the artistically cut pink-purple dress Sam was wearing and the blue sit Danny had on. He looked okay in his black best, pants, and jacket. "Good evening friends," Tucker commented before addressing Sam. "Nice dress."

While the tree friends talked, Jazz noticed two of her brother's pests were coming over. She excused herself and intercepted their paths. "Good evening, Mr. Baxter, Mr. Leyland." She coldly addressed them.

Mars Leyland looked different with his eyes unblocked by bangs. He bowed slightly. "Good evening, Miss, Fenton. How are you doing?'

"Fine, why do you ask?"

Mars shrugged. "Common courtesy."

Dash snorted and interrupted. "Yeah, well, my dad's not here and I still think your brother and parents are weird. In fact—" he would have gone on but Mr. Parker laid a hand on his shoulder with Mar's dad right behind him.

Mr. Leyland cleared his through. "I sincerely hope you had something nice in mind." He announced with ice in his tone. "You must bee Miss Jasmine Fenton. It's nice to note that not all parents are as obnoxious as their children-or vice versa." He looked up at the table where Maddie and Jack Fenton stood by their wares. "Were you being bothered by these two young men?"

Jazz blinked. "No, sirs. I am fine and since I have time, why don't I introduce you to my family?" She turned and led the way back to her parents and brother. Inwardly she was full of unasked questions, but remained silent.

Danny saw the group of three approach the table and moved over the side. He maneuvered himself into position to interrupt the adults if it looked like they needed an out when his father started rambling on about ghosts.

"Mom, dad, this is Mr. Leyland, and Peter Parker, the replacement science teacher. Sirs, these are my parents, Jack and Maddie; over to the side is my brother Danny and his two friends."

Jack glanced up and stepped around the table before reaching out and hugging Peter Parker. Mr. Leyland saw the "attack" coming and stepped out of reach to avoid the physical contact. "Thank you for teaching science to the students of Casper High and coming here to this small town." Jack released Parker who looked shaken. "Please, try some hot dogs." He pushed a plate of stunned meats under the teacher's face and waved it towards Mr. Leyland.

Peter gasped and shook his head. "Thanks, but I already ate. I just wanted to tell you you've got good, intelligent kids—just remember different people have different specialties and may show their genius in different ways. Although, Danny's test taking strategies have improved and your daughter is doing well in her A.P. class." Parker turned towards Maddie. "You help Phantom keep the ghosts from overtaking the town?"

Maddie blinked once before laying a hand on her husband's arm before Jack could bellow his opinion of Phantom and other ghosts. Meanwhile, Mr. Leyland took his leave and silently edged away from the conversation. "Actually, I've always believed Phantom's one of the menaces that needs removing, despite all evidence to the contrary that suggests he isn't a 'mindless-destructive-ectoplasm-beast'." Maddie shot her daughter a cheerful look when she put the last section in air quotes. "Despite my views on the ghostly town protector, he's quite agile at avoiding most of our weapons and traps; plus he's asked for our help on a few occasions.

Jack nodded and took over. "Phantom's a ghost and all ghosts are evil creatures who are constantly attempting to harm humans. At least, that's what we've always thought before out first encounter with Phantom—he's the only known exception that's come through the Fenton Ghost Portal and quite a few creatures keep returning. We invented these to protect ourselves from all the other invaders." Jack moved over to the table and removed the black tablecloth; revealing numerous household items that had gone through a major refit.

"This here," Jack picked up something that looked like an answering machine. "This is the Fenton Ghost Gabber. It repeats everything a ghost says and turns it into human speech." Maddie interrupted. "Jazz had a few questions about that logic that made me sit back and think about how and why our devices work. In the weeks since then, we've redefined what we know of ghosts and limited our designs on inventions made to destroy and eliminate the ghost menaces permanently." She shrugged then and continued. "Now very few of our devices go off around Danny. Apparently they were still picking up residual ectoplasm from when he stood in front of the ghost portal when it activated for the first time."

Parker nodded thoughtfully, seeing in his peripheral vision Jack and Danny hiding grimaces. He picked up a gold-sheathed glove massive enough to fit Jack's hand. "What does this do?"

"That thing's a beauty. Once you grab a ghost with it, the captive can't turn intangible to escape. In theory, we have yet to design something that will short out a ghost's powers, but that's pushing the limit as it leaves them completely defenseless." The man in the orange jumpsuit forgot to reign in his enthusiasm and began picking up the other inventions he had his wife had perfected. There was the Fenton Ghost Detector, Fenton Phones, the Fenton Peeler (how they managed to fit an entire battle suit into something small enough to fit in most purses, Parker couldn't figure out), The Fenton Nine-of-Tails, the Fenton Fishing rod and line (spooled up and untangled—Danny hissed when he saw that), The Fenton Lipstick, three Fenton Thermoses and a few other offensive weaponry.

When the Fenton Lipstick was shown off, Tucker pulled it out of Mr. Fenton's hands and accidentally set it off soon. The green beam and the hole in Irving Burn's—borrowed—leather jacket proved the item wasn't misplaced cosmetic supplies. While Tucker provided a distraction, Sam leaned over and whispered, "I though you tangled the fishing line?" Danny hissed back "I did. Thankfully Jazz managed to remove the power packs from both the Ghost Gabber and Ghost Detector."

Parker picked up a green lined cylinder thermos. "Soup Containers?" He unscrewed it to examine the object. "You have soup containers as offensive weaponry?"

"These are no ordinary store bought thermoses. They are improved ghost cells, perfect for capturing and holding all but the most powerful ghosts. Why not even Phantom can break out of this puppy." Jack removed the cylinder from Parker's hands. "However, they keep disappearing. Jack and I have gotten quite efficient at making them. Admittedly, we still have trouble firing them the first time—the ecto converters aren't calibrated correctly and the normal circuits don't hole enough power to start it up, but they work beautifully in Phantom's hands."

Parker and the other adults feigned ignorance of the crowed that was slowing turning in; waiting for something unusual to happen—someone not running off when the infamous lecture started was different enough to grab a few curious glances, but not enough to freeze the town in shock.

"Phantom uses your inventions and you two think he's opposing humans? Where's the logic in that?"

Jazz spoke up. "Phantom rarely, if ever, asks permission to use the breakthrough prototypes and they often come back ruined if he does return them. About a year ago, the Fenton Battle suit Exoskeleton went missing during the final battle against Pariah Dark, and Vlad Masters—dad's old college roommate—spread rumors that the ghost boy took it." She shrugged in apparent defeat.

"Oh," Parker rocked back on his heels. "Okay, now what materials do you use to build them. Since this is connected with something normal science doesn't explain, did you have to start from scratch or were you able to modify a few older designs?" Off the conversation between three scientists in their element went. Maddie was able to add her thoughts and kept her husband on track while Parker proved an excellent listener and observer. Now that the talk was less 'normal' talk, and consisted of ninety percent techno babble, the other adults broke off listening in and returned to their earlier, interrupted conversations. . . . . . . . . . .

Teacker eased Sam and Danny away and towards the buffet table. "So, what do you guys want to see Friday night? My parents rented _The Blob_ in its original make—the black and white 1960's version."

Sam frowned as she put her hands on her his. "What day is this? Scary night sleepover? Halloween's not for another month. How about Sky High or Thunderbirds?"

Danny made a sour face. "Can we try a movie where there's no super powered characters saving the world or the day? I get enough of that outside school." He looked thoughtful. "What do you think of _Saving Private Ryan_? My parents cry at the end but they said it's very good."

"Absolutely not, young man," thundered Mr. Foley. Danny and Tucker jumped. "The war movie might be rated PG-13, but in places, it should have received an R," continued Tucker's father as Mrs. Foley said goodnight to a few women and approached the teens. "Have you considered _Narnia: The Lion, the Witch, and the Wardrobe_?"

Sam made a face—echoing Danny's physical reaction to an earlier movie. "That's not really our preference. In some respects it's more of a kids movie like _Finding Nemo_, _Chicken Run_, and _Cars_. While they are good in their own respect, we'd rather not have them playing during our weekend movie fest. Besides, we've all got that one in our family's DVD collection somewhere."

Mrs. Foley beamed as she wrapped an arm around her husband. "If you're looking for something different, try the _Left Behind_ 'trilogy' or _Tribulation_, _Revelation_, _Judgment_, or even _Deceived_. I promise you, you'll never forget these movies. Furthermore, they aren't rated 'Restricted', so I feel perfectly save in letting you guys borrow them."

Purple eyes clouded over as the owner thought it over. "We've never seen those and thanks for the offer. Tucker can bring them over to my house on Friday night. Is that okay, Tuck?" The African American teen nodded unenthusiastically. "Good, it's settled. Thanks so much for solving this week's movie fight." Danny remained silent while the parents took off and continued talking with their peers.

Once he was sure his parents were out of hearing range, Tucker groaned. "Sam, why did you say that? Next thing you'll know, my parents will be inviting us over to see _the Passion of the Christ_—"

"Which is a whole lot more entertaining than listening to the songs heavily influenced by nine eleven, Tuck." Danny cut his friend off, but shut up when Sam glared at him.

"Hey! I happen to like God Bless the USA in the _WTC Tribute_ sung by _Lee Greenwood_. That got the tree teenagers arguing about something else, now that their movie fest for this week was decided.

**New York City**: earlier

Logan wandered into the Avenger Mansion. The smell of desolation and abandonment filled the air and he nearly ran Tony Stark over. "Sir! I didn't know you were here."

The multibillionaire glared at the mutant. "I find that hard to believe—no one stays hear if they have room elsewhere, so your sharpened sense means you should have noticed me long before I knew you were here."

Logan sighed. "First, I make an emergency trip across the continent to prevent a mutual friend from rash acts, then I decide to take the 'relaxed' route home and end up dismantling a few terrorist strongholds and prevent a few hydrogen nuclear bombs from being built and lastly, after spending a depressing weekend at a subdued 'School for the Gifted', I come here and find this place stripped." He shook his head and flexed his biceps. "Has the Captain's death really chanced this nation and our view of ourselves that much?" He asked sarcastically.

"Mr. Logan." Reed Richards poked his face in before Mr. Stark could retaliate vocally. "Good, you are here. S.H.I.E.L.D. needs your expertise—I can't explain the abnormality." He ushered the old warrior towards the waiting helicopter. Stark stayed behind, letting the past drown him with sorrow, frustration and anger. Although the hopeless feeling wasn't desired, he didn't fight it either.

Once aboard the floating bathtub, Logan turned to the drive. "Will you pleaser tell me what's going on now?"

"Nope." Mr. Richard led the way down to where Benjamin Grimm—a.k.a. the Thing—paced the reinforced deck impatiently.

"There you are" growled the orange monstrance. "Sue says no change; are you sure you want Johnny playing tag with Electro?" Benjamin shook his head in amusement. "What were you thinking when you allowed fire to bug electric man? It's unnatural."

Logan almost stopped in fright; then he ran to catch up to the accelerating duo. "The Flamboyant teenager is facing a criminal hardened force of nature? Something's really got you startled."

Reed spun his neck around one hundred degrees. "All Johnny has to do is buy time for S.H.I.E.L.D. operatives to get in place so they can use the same trick Spider-man suggested a while back when the Sinister Six were willing to cause a global financial disaster. Besides, we're here now." He walked across the open hallway and joined his wife at the controls for this room.

Logan followed hesitantly and looked in, among the numerous standing cylinders, most of which were big enough for most humans. "What am I looking at and how come your instruments can't tell you what's going on?"

Reed looked Logan square in the eye. "Because I am not an expert in the paranormal and do not have a degree under mutant understandings. I've got enough experience to understand some of the abilities that crop up now and then, but to diagnosis from scratch is beyond my knowledge. This might be something from the Negative Zone or an alternate reality in which basic rules are different from this universe. You, along with Beast and a few others-including Charles Xavier-might be able to diagnose this. Besides, you might have an insight I lack." Reed pulled a switch and all but one of the upright cylinders retracted into the ceiling.

Logan looked inside towards the occupant in stasis and stepped back hurriedly. "Is that who I think it is?"

Sue approached and looked over his shoulder. "Yes, it is. Now you know why Reed can't diagnose this. None of our science expertness understand why this has happened, or why he's still warm. He's a bit cold for normal human temperatures and should rightfully be suffering from hypothermia, but he's not been normal since the super solider serum was injected in his body almost sixty years ago."

hr hl 

**End Note:** Guess who. Come on, guess—it shouldn't be that hard. I take flames and prefer honest criticism. Accurately name the individual and receive some saltwater taffy. Or Banana Bread if you like that instead.


	21. More Plot movement

**A/N: **forget about weekly updates—I wanted to do so, but things keep interrupting me and stuff happens. Thanks to rika195, JC, SpartanCommander, PotterPhan21, and Shadewolf7 for their reviewing of chapter 19. Much thanks for putting kind words in and commenting on the chapter.

**Disclaimer:** The only way I get paid is through reviews (I do not own anything in this electronic world).

**New York City:**

**Somewhere above Manhattan**

Logan just shook his head while he looked at the still form of Captian America. He turned towards Reed Richards. "This is a morbid joke, right? I mean, although, the Cap isn't a normal human anymore, he can't survive a gunshot to the aorta vein. I was there when he was shot. There is no possible way for him to be alive."

Sue sighed and walked up to join her husband while Ben Grim stood near the entrance to keep others out. Reed didn't look at the mutant—he kept his visual attention on the screens that monitored Steve Rodger's body statistics. "This is no joke, Logan. No one here in S.H.I.E.L.D. degraded the hero's body and no one was stupid enough to clone him either. I can't explain it at all. Take a look." Reed's arm picked up a printout and stretched to hand it to Logan.

Logan took a swipe at the rubbery arm and grabbed the paper before it hit the ground. "What? . . ." He looked up and moved up the stairs to talk one-on-one with the scientist. The medical readout showed no heartbeat, it couldn't detect any breathing, yet the body temperature was 86 degrees F. Even the medical instruments were stumped—it was as if the Cap was in suspended animation or a type cryogenic freezing that boggled human though. For this world, it was still a theory on paper.

Reed summarized the other findings. "There is no foreign object in his body. Blood works are clean, brainwave still functioning, but at a much reduced level—comatose level at best—and nothing. General Nick Fury asked for a cheek swab and the results came back negative for the mutant gene. Of course, no one knows exactly what changes were brought on by the super soldier formula, but he was frozen for over half a century. His body could have dropped everything in favor of slowly healing itself and protecting the man, but." Reed Richards shrugged in defeat. "This is all theoretical and no one can figure it out."

Logan grunted before turning towards Benjamin. "Hey, Ben." The orange rock-skinned man turned and glared at the mutant. "Can you open up the chamber? I can't have metals in the way while I confirm he's real and alive."

Slowly the enormous man stepped over to the door sealing the Cap from normal atmospheric variations. Logan jumped down and watched detachedly when the solid metallic floor bent slightly under his feet instead of vibrating. _The strain of supporting Ben is causing the metal to stretch in ways it wasn't meant to do. Guess that's why he's sticking close to the wall and support beams—more freedom of movement without worrying if he's going to crack the material. I wonder why the crew didn't place adamantium within sections of the Helicarrier._

Logan nodded his thanks as he entered the upright cylinder where Captain America stood, supported. Logan's nostrils flared as he caught scent of something. He took a deeper whiff of the air and smiled.

Outside, the three members Fantastic Four paused in their activities when a deep laugh echoed through the room—Reed located the origin of the unlikely sound—Logan was smiling. That sight was enough to shock Reed's system for a jiffy.

Sue Storm-Richards approached Logan and examined the inside of the usually sealed room. "What's so funny?"

Logan took a deep breath and wiped the corners of his eyes. "You've got a ghost in there." He told them while pointing towards the comatose patient. "That's why none of your sensors and sciences could detect the change or figure out how—ghosts are supernatural or paranormal. More so that many mutants and others."

Benjamin Grim poked his massive head closer to the still figure of Steve Rodgers. "Truly? Good. I'll go tell Tony Stark. He's been down in the dumps every since the cap was shot. Maybe now he'll find a way to benefit mankind and help the Avengers out."

Logan nodded. "Emotions are harder to pin down, but he's hit rock bottom. Steve was one of his close friends. Although the news shouldn't be made public just yet, the Avengers and S.H.I.E.L.D. officers should know the basics." His face threatened to break apart. "Well, now that you know what's 'wrong' with the Cap, you can tell the concerned people, it's nothing to worry about."

"Yeah, but Logan," Sue interrupted, "How do you know? I mean surely there's got to be something more than gut instinct on this."

Logan nodded but didn't say anything else about the ghostly finding.

**New York City:**

**elsewhere, on the ground**

Wilson Fisk rapped his diamond headed cane on the hardwood floor as he examined the package on his desk. It was a plain cardboard box, and sized/shaped like the containers his Cuban cigars came in, but he knew it was not. For one thing, his imported and illegal cigars were hand delivered by a smuggler in his pay roll, and this container had obviously been through the American Postal system. Oddly, there was no return address, but the postage was sufficient.

While pondering the development of how an unchecked item made its way to his private sanctuary of the "legitimate business" he ran, Fisk pulled out a letter opener and carefully cut the tape and glue. If it was in any way harmful or resembled something that could incapacitate him, it was disposed of before reaching the intended recipient.

Inside the warped and waterlogged cardboard box were a small stack of blank papers and a PDA. Tenderly, and yet reluctantly, Wilson Fisk picked up the outdated, small hand device. It was in terrible shape—the wires were coming out of it and there was gunk covering both the keypad and screen. It should have been thrown away at first opportunity, but the sight intrigued him—it still had power and was currently on.

Fisk didn't notice the blue glow that slowly emerged from beneath the papers nor the unnatural chill that flowed down the desk and towards the door. Midway down the floor, the blue, shimmering, thing split—half of it changed course for the nearest power outlet and the other half continued towards the exit, homing in on a storage closet complete with unused cardboard boxes.

Fisk did glance up when the lights flickered on and off. He shrugged off his interest of the object and left the room, headed towards a public appearance where he could donate a quarter of a million dollars to a charity that was secretly run by his underlings. At times, it was good being both a crime lord and yet held in awe by the public. It helped hide his true self from the ever-present and annoying superheroes.

**Amity Park:**

**Casper High Gym**

Jeremy and Pamela Manson slowly wandered the buffet table as their daughter talked with her friends. They had gone because Ida had told them to and Sam begged them. Normally common meeting places like this were beneath their notice, but the lack of a competent science teacher had attracted their interest. They wanted to know what drove this Peter Parker to such great lengths at teaching all students equally.

Pam confessed Parker seemed nice enough while they watched him avoid a fight with Scott Baxter. Jeremy noticed how the newcomer paid attention to the Leylands and both were shocked when the science teacher seemed interested in the subject of ghosts. This was beyond them but they owed their daughter this much.

Jeremy moved himself to stay out of the paths of the more ignorant parents who were more interested in talking amongst themselves than paying attention to their children. He forced himself not to jump when young Sam— _why had Ida and his daughter fought so hard for them to allow Sam to make unsightly changes to her clothing _—grudgingly made her way to her parents while leading Mr. Parker.

Sam forced herself to present the façade her parents preferred while in high placed company. "Mother, father, this is Casper High's science teacher, Peter Parker. Sir, these are my parents," she pleasantly introduced them. Parker made a small bow. Pam nodded while Jeremy remained motionless.

It was silent for a few moments before Parker cleared his throat. "You have a talented daughter. She's a great kid in class and—"

"We don't really care about her actions at school!" Snapped Jeremy. "It's her appearance outside that are so important."

Parker raised an eyebrow. "That may be so, but for acceptance into a college you would agree with requires excellent grades and social interactions on top of outside recommendations. Miss Samantha Manson is doing quite well in learning what is presented to her and the class. May I ask what you have against public learning?"

"It's not public learning per say, but—"

His voice cut off as the lights flickered on and off. Cries of "what the" were cut off as the illumination blinked in a sequence of dashes and dots—Dash, pause Dot, Dot, pause Dash, Dash, pause Dot went the message before it repeated twice more then resumed normal, constant illumination.

Across the room, Danny had paled enough to be mistaken for his counterpart if not for his black hair and lack of glowing aura. A mechanical laughter filled the gym before a transparent man in a yellow cape walked through the double swinging doors. "So good to be back in the real world," the ghost sighed before examining the townsfolk. He approached the Fenton's table and the parents stood in front of the kids. "Calm yourselves," admonished the standing ghost. "I'm not after you—it's not even in the to-do list Plasmius presented us," he mumbled darkly to himself.

All conversations stopped for the second time that night. The adults stepped out of the intruder's way as he made his way through the crowd, examining all the faces intently. The ghost stopped when he saw Parker. "Now, you I will take care of!" He launched himself towards the teacher who dropped down low and rolled away, landing in a crouching position. Before the caped ghost could pick himself up and charge the human again, a human tinged hand grabbed his collar and pulled him through the walls and bleachers. The arm was covered in a red sleeve. Before disappearing entirely, the first ghost shouted, "You'll never forget the day you met Perplexer!"

Tucker and Danny reacted first as soon as the two ghosts were gone. "What was that?" asked Pam.

Sam responded absently while her two friends double checked the adults and searched the room. "That was a ghost—never saw the first one before, but the other partial one I think I've encountered before."

Jeremy turned to his daughter, with outrange in his voice. "You've been fighting these ghosts? I absolutely forbid it."

Sam sighed and turned to her overbearing father. "I haven't fought them, dad. Phantom fights them. They appear everywhere in town and there's no way of avoiding contact anywhere. Besides." She crossed her arms "It's not like I'm in any more danger when a ghost is around than when a criminal is loose."

Pam sighed. "We'll talk more about this later. Meanwhile," she turned to Parker and smiled. "Excellent reflexes. Where did you learn?"

Parker had already stood up but was scanning all the walls while he spoke. "New York City, Madam. It's necessary to know how and when to duck. Keeps me in shape."

Meanwhile Danny and Tucker finished their sweep of the gym and accessible school zone. "It's clean. Whoever they were, they are gone now. I wonder what their plan is. Most humanoid ghosts don't leave once they find prey."

Peter nodded thoughtfully; something said by the so-called Perplexer was teasing his memory. "Does the ghost known as Plasmius have any kind of real weight and power in the ghost zone?"

Danny paled slightly—he still hadn't recovered fully from his earlier shock. "I've heard of him, but can't say I've faced him." Danny slowly acknowledged. "Why?"

"Because the caped ghost said something about this stop not being a part of Plasimus plan. I was hoping you could shed some light on that message. Of course his appearance was also after T-I-M-E was signaled. I pray that's all that's going to happen."

-----------------------------------------------the end for now------------------------------------------

**A/N 2: I** wish to thank all of those who have put it in their Favorite lists (11), the c2s—communities? (3), and the story alerts (27). Specifically those who reviewed chapter 20: HikaruOfDreams, PotterPhan21, SpartanCommander, JC, and rika195. Many thanks for putting kind words in and commenting on the chapter(s).


	22. Crazy stuffcan you follow?

**DISCLAIMER:** Why is it I keep forgetting stuff? At least I remembered I don't own Danny Phantom or Spider-Man. Now what was I typing?

**A Phantom Spider:** By Quacked Lurker

Danny Fenton shut the door to the van and turned around before pushing his head through the open window. "Hey, Jazz, thanks for dropping Tucker and me off."

Jazz Fenton nodded and spoke over the idling engine. "No problem, little brother. I'm glad you thought to ask me for a ride."

Tucker Foley grunted from the back as he struggled to unlatch the seatbelt. "Yeah, well, seeing how the Manson responded to Professor Parker's presence indicated they would not like a repeat of last time when the Fenton adults arrived trying to capture the 'ever elusive Phantom'. Hey, Danny could you phase me out?"

Danny shrugged and caught Tucker's hand before turning them both intangible. Jazz turned around and shouted, "No, wait!" too late. Tucker was free of the restrain device and Danny frowned, when a ghost-warning siren pierced the silence. All along the street, neighbors turned on lights as they searched for flying ghosts and both boys covered their ears. Jazz struggled with the home designed dashboard and managed to cut the wires that energized the noise device. "Didn't mom and dad tell you about the new inventions they placed in all their vehicles?" The redhead glared at the younger males. "They've gotten tired of Phantom disappearing into cars, or using trucks as shields as he escapes from them."

Someone hissed. "That hurt. I'll be careful Jazz. No more ghost powers."

Jazz shook her head and watched as the teenagers walked up the driveway towards the double French doors.

-.-.-.-;-;-.-;-;-;-.-.-.-;-.

Grace paused at the top of the staircase, before pushing on despite the emotional upheaval she was experiencing. Or maybe it was because of the instability she felt driven to push on. "Orm?"

"Over here." An arm encased in black waved from the edge of the rooftop of the thirteenth story. She plopped down beside him, ignoring the open suitcase and the materials inside. "Look, I know you're upset for leaving Amity Park with no warning, but duty called and Kingpin has a long arm. You know that. You knew that the day you asked me to marry you. You've seen and helped in most of the preparations taken to protect our son."

"Yes, Orm. Our son. Don't think just because we left him alone in Amity Park he's safe. As you said, Kingpin has a long arm. He must know something of your life outside your chosen profession."

Orm just sighed. He carefully repacked the materials before zipping the suitcase shut. Then the two adults stood up on the ledge and looked past the airfield where they had arrived in NYC hours earlier, towards the bay and Statute Of Liberty.

A quick glance at a wrist watch showed time running out. "Kingpin's requested an audience with Sheol." He turned to leave without looking back, allowing Grace to follow or retreat as she pleased.

p ---------------------- /p 

Damon Gray carefully made his way into the kitchen, and sighed when Valerie turned away from him. "Honey, you know how sorry I am for missing the meeting with the new science teacher. I couldn't leave Axion labs undefended or unsecured—there is no second relief guard willing to help on the graveyard shift."

"Then quit." His daughter's tone was downright angry. "We don't need to have you running security checks every night. You know how dangerous guard duty is, even in a town where ghosts are more predominant than burglars or other violent criminals." Valerie just stepped away from the table, leaving her dinner untouched.

"Val, I wish I could, and I wish I had the opportunity to talk with Peter Parker, but I can't leave this family without an income and with your mom gone--"

"Stop! I know mom's dead and nothing can change that. What I don't understand is why you would do something and fight for the position you once held."

Damon sighed once again. "Axion doesn't understand ghosts and they are vulnerable to their attacks—especially while residing in Amity Park. The Fentons do know and fight ghosts, but have been unable to produce technology that will protect us from them. Then there's the chance ghosts will manage to leave this small city and wreak havoc elsewhere. Who knows what damage could be caused if they made it to a big city."

"Chaos and havoc amuck" whispered Valerie Gray before she recovered herself and began arguing her case again. "Exactly, dad. While the Ghosts remain free, I and others have to remain and capture them. There needs to be someplace we can lock them up." Valerie grumbled and finally faced her only surviving blood relative. "That's what's really bugging me. What has happened to the green, glowing animal invaders? Normally there is several a week if not three or more nightly. This complete absence has me shaken and scared. Nothing scares the octopuses off, and the Box Ghost always shows up to annoy me."

Damon chuckled at the sighed of the Box Ghost—weak, pale, and non-threatening in nature, the idea of the floating blue janitor's appearance sending his daughter into a screaming fit was funny. He stepped forward in an effort to comfort his daughter, but she banished an echo weapon and kept him at arms length while she activated the armor and was encased in her red huntress suit. Before her startled father could move forward to impede her progress towards the sky, Red was out the house and blasting off towards the clouds above. Below, Damon whispered, "Be safe" as she disappeared in the night sky.

The African adult male never noticed the ghostly image of Plasmius calmly walk out of the brick wall across the street. He certainly didn't hear the vampire ghost glare at the human figure far above them, nor the death glare the old, powerful nightmarish vision proceeded to give his invisible followers. There was also no memory of the caped Perplexer melting under his boss's anger, nor the punishment Spectra endured while those three remained encased in the abandoned hotel/apartment. The three ghosts also remained hidden from Red's notice.

-,-,-,-,-,-,-,-,-,-,-,-,-,;-;-;-;-;-;-;-;-;-;-;-;-

At the entrance hall of the Manson Mansion, Danny Fenton turned towards his friend and shrugged. "How was I supposed to know about the ghost alarms?" he asked, as Tucker was still uneasy and jumpy.

Tucker grinned from beneath his red beret. "Come on, Danny. It's your parents. Their obsession is ghosts. I'm just surprised it took them this long to notice your-or rather Phantom's-habit of leaving the scene after the other ghost has been taken care off."

"Yeah, but" Danny cut himself off when the butler opened the double French doors and silently led the way towards the entertainment section the trio took over every Friday night. "Hey, Sam."

Sam, in her purple-and-black clothing smirked. "So that's the cause of the obnoxious noise several minuets ago. I have to say I'm impressed—finally the Fenton adults managed to design something that could be heard inside this secret sanctum." She turned to Tucker. "Did you bring the movies? Yes!" The Caucasian female practically tore the bag from her friend's grasp as she gathered the selection and took it to the light. "Oh, one thing," Sam looked up, "My parents want to talk before we start the movie. Their in the corner." She jerked her head towards the shadowy section of the indoor-movie theater.

Pamela and Jeremy stepped forward and stood in front of the visitors. "While my wife would prefer our daughter to have more 'civilized' friends," Pam shot her husband a dark look, "I am pleased neither one of you have taken advantage of her trust in you. I also wish to apologize for our unseemly behavior at the town-get-together earlier in the week."

Pamela sighed and elbowed Jeremy so she could speak without giving the impression of interrupting him. "We both admire the young professor Parker's respect and control when we attacked him and his vocation. Although we believe a private school would have more opportunities for Sammy-kins" at this, Samantha blushed, "Ida has convinced me that would be the absolute worst thing we could do."

"Just one request: Please leave the infernal noise contraption off. Who knows what the neighbors are thinking? The shame and shock" muttered both Manson adults as they used the elevator and left the teenagers by the mega screen—there was the usual silent audience of cleaning crew and snack provider. Despite Sam's insistence she was an adult and didn't need to be babysat or supervised, there was always one or two adults somewhere in the bowling alley/movie theater.

Danny remained speechless while Tucker crowed in delight. He got his laughter under control only after Sam popped _Judgment_ into the DVD player. "Sorry, but I don't think I've ever seen your parents like that. Ever."

Sam shrugged. "The whole town's been turning end-over-end ever since Professor Parker showed up. This is just one more example as to how much influence he has on the citizens. No one else has been able to make them sit up and take notice—well, Grandma Ida can, but not that often."

"True." Danny slid into an antique, but comfortable sofa from the Victorian era. "There's also the matter of the absent ghosts. Since the science teacher's arrived, nothing's been the same. All the ghosts have taken absent leaves---well, the Box Ghost still shows up occasionally, but he's the ghost enigma; he's to me what Phantom is to my parents. Eh, just start the movie already, please?"

"You got it." The three friends settled in to watch the movie and lost sense of time.

p --From Amity Park back to New York City-- /p 

Genral Nick Fury looked up when Logan dropped a scrawled note on the papers he was reading. The African American barked at the Canadian born visitor.

"Sir, I felt it might be in your best interests to know, Cap is alive, but has a ghost inside him, slowly healing the damage the bullet tore when it passed through the aorta vein."

The general blinked once. "Logan, not everyone can escape death as often as you can. No one heals from wounds that cause instant death and a gunshot straight to the heart is as deadly as it gets."

"True, but you haven't met the ghost who's decided the Cap shouldn't have died. Near as I can figure, the miraculous involves time travel and/or alternate universes. But that's just another day in the life of the Avengers.

"Speaking of the Avengers, have you any word on Thor? Cap's in stasis, Iron Man's at the mansion, Hulk is contained in Bruce Banner while the scientist is under house arrest, and Charles has the mutant members at his school."

The General shook his head. "No, S.H.I.E.L.D. does not have any recent info on the thunder god's whereabouts. He was eager to go to Russia, but we haven't received any communication from the guy since. Of course, that's not unusual, but still, something's amiss."

"In that case; General Fury," Logan snapped up into a military pose. "Request permission to go to Russia and follow in Thor's footsteps and pull him out of any trouble."

"Permission granted. Just don't get yourself killed."

"No problem." The Canadian saluted and left for the private hanger deck, leaving the General and his support staff to their duties.

-;-;-;-;-;-;-;-;-;-;-;-;-;-;-;-;-;-;-;-.-.-.-.-.-.-.-.-.-.-.-.-.-.-

Later, General Nick Fury entered the lab where the Fantastic Four and the 'body' of Captain America lay in stasis.

Sue glanced up. "General."

"At, ease, Invisible Woman. I just wanted to confirm for myself that what Logan said is true."

Benjamin Grimm grunted—the first time Fury had heard that, he'd looked around in panic, trying to find where the avalanche was coming from. Now, he was able to locate The Thing just by the sound. "Yeah, well if you wanted Reed to mumble some mumbojumbo of how all his instruments are confirming or disproving that theory, you came at the wrong time—he's gone off to see Dr. Steven Strange to figure out what's going on. Ghosts the astral theologian should know about, but science as we one-plane-existent people know doesn't explain any of this."

Johnny Storm butted in, but he kept his flames to himself. "I can't believe that the Cap got overshadowed. I wouldn't be shocked if Victor Von Doom's involved in this somehow or somewhere, but Reed's adamant that his rival doesn't save people from death unless it directly empowers him." The Human Torch shrugged. "I can't figure it out."

"Wait, hold on, _Overshadowed_? Logan gave me a note that said a ghost was healing Steve. Now overshadowed sounds more ominous than that."

"It is. Once Reed realized that there was a ghost involved, he immediately recalibrated the instruments to start a brain scan and found two distinct images in the brain." Sue picked up a remote and clicked a button. Over the door, the transparent wall began broadcasting two repeating lines. "There are two individuals residing where one should be. The Alpha wave is our Cap and he's being suppressed, but not to the point of permanent erasure. The Delta waves are unusually high and rapid, but it is dominant.

"We think that the ghost is producing the delta range, but are unable to know for sure since all living beings emit some delta waves. What we do know is that there is a paranormal creature emitting energy that is slowly healing the wound and repairing the damaged blood vessels—even the heart muscle is loosing years of fatigue and strain under the constant low-level emission. There is also major energy leakage because the creature's 'waste' is too high and numerous for Steve's body to use efficiently." Sue shrugged. "The lack of heartbeat and breath respiration is not harmful because the creature has overridden and is taking care of all the basic needs for Steve."

Mr. Storm butted in again. "It's weird. I think even my brother-in-law said that—if translated into laymen's terms."

"Thank you Torch." Fury glared at the young man, not showing his glee when the flamer shrank back in fear, or respect. "Tell me what you know about the Morse Code that broke across the city a few nights ago."

"I was able to follow it across the eastern half of the America continent but lost the train somewhere in the Rockies. What is interesting is all the cities and towns in the path lost their power and found their lights going off in the same pattern. Either the message was sent to several corporations at once, or it wasn't properly contained and messed up the power lines as it passed. The signal did originate in New York City, but I have been unable to narrow the search down from the pricy hotel chain every predominant business man uses."

"That's good news of a sort." The African American frowned in thought. "Steve Rodgers was morally wounded, which means the paranormal creature has been inside since the moment of the attack. Can Wolverine survive a similar blow?" The three members of the Fantastic Four shook their heads. "Didn't think so. I'll see what I can to about relaying the mistaken news of Cap's death to the remaining Avengers." Fury turned to leave, but did kindly say "Good work."

-.-,-,-,-,-,-,-,-,-,-,-,-,-,-,-,-,-;-;-;-;-;-;-;-;-;-;-;-;-;-;-;-;-;-;-

Inside an abandoned factory Kingpin came in from the hidden exit. He frowned when he noticed an unadorned human male, dressed in black, waiting motionless. The crime lord smiled and turned to an underling before speaking in a low tone. "Remind me to eliminate the idiot who led Sheol inside."

"That won't be necessary, sire." The man in black stepped back and revealed a motionless figure on the ground. "He's unconscious. I could have killed him myself, but found no reason to do so." Sheol shrugged. "I heard your almost silent entrance and turned towards the noise. For me, it wasn't hard to figure out the location of the three death traps."

Kingpin almost found himself nodding with pleasure. "I see. Apparently your skills weren't exaggerated. Tell me, do you know of any good bodyguards? No? A shame. I have need of your profession. Daredevil has become more of a nuisance of late and I wish the pest to be removed. Can you do the job?"

Sheol snorted. "After taking down Captain America and Thor, a mere costumed vigilante won't be a problem. Although, Spider-Man's a harder target than most." He added to himself in a thoughtful tone.

Kingpin jumped on the admission. "So, you've faced off against Spider-Man? What can you tell me?"

"Nothing really, beyond the fact White Tiger has taken over his habitat. Oh, he was last seen in Amity Park just over a month ago." At the NYC crime lord's unspoken confusion, he clarified. "Amity Park is home to ghosts and paranormal beings, or supernatural entities. There is much Dr. Strange knows, but he can't grasp everything that goes on in this world."

"Indeed."

p ---------------------------- /P 

The teacher's apartment in the rural section of town was lightly furbished with the bare minimum and everything was old, but useable. The occupied couch was thread worn, but homey. The walls were plain, and in good light, were discolored where pictures hung for years once, long ago. Peter Parker was busy grading papers when a knock at his door caught his attention. The young brown-haired adult stood up and opened the door to reveal one Mars Leyland.

"Hey, sir, I was wondering if you had time to talk."

"Sure, Mr. Leyland. Come in." Parker stood aside and let the young teenager walk in. "Are you hungry because I've got," He wandered towards the kitchen and looked inside the cupboards, "popcorn and lemonade."

"No, thank you sir." Mars dropped his bag next to the couch and slumped in the seat. "Do you think it is possible for humans to have powers that make them different from the rest of the population?"

Parker sat down in a wooden seat and gathered up the scattered papers. "Yes," he hesitantly admitted before continuing. "I know some individuals who are geniuses, and I have friends who are stunt men for Hollywood."

Mars shook his head, the loose hair whipping into his face. "Not that kind of different. I mean more like Avenger powered. Ghosts don't count."

"Oh. Yes. Iron Man's power is his mind as he's (or rather Tony Stark) has invented everything he wears and uses. Thor was born normal but the Asguard decided to make him a son and member of their council. Hulk was accidentally brought to the forefront by means of a gamma-radioactive accident that should have killed him. Captain America volunteered for the test that turned him into the hero he is, and the Fantastic Four were cosmically enhanced in space—"

Mars interrupted the teacher again. "The information you've collected on the various backgrounds of the Avengers and related superhero groups is impressive, but that's not the question I was asking." He sighed again before letting his green eyes wander around the bare walls, searching for something to hold his gaze. Finding he could delay the conversation no longer, Mars bluntly asked; "What are your opinions of mutants?"

Parker sat back in his seat and thought. "There are mutants who use their powers for good and those who use it for personal gain. I am not a friend of anyone who uses their powers for their own sake, but I admire those who fight for truth, justice and the American way." He shrugged. "Mutants are no different from 'normal' humans. They're just born with a crazy gene that activates in times of stress and find themselves cut off from family and friends. Occasionally, they have people who understand the changes they are going through and are willing to accept the individual in question despite any differences. Why?"

"So, you're okay with mutants having a life outside a lab?"

The adult laughed. "If I wasn't, I wouldn't have argued with Lancer about something similar a while back. I am friends with some so-called mutants and have been invited to teach at Xavier's school for the gifted once. Personally, yes, they are people with the same rights everyone born has. Again, why?"

Mars grimaced, uneasy with the admission he needed to say. "Because I am a mutant." And with that, he disappeared from view.

p ----------------------------------**That's That**----------------------------------_for now_---------------- /P 

Wipes forehead brow. Glad that's done. Sorry about the wait, but couldn't get to the computer as often as preferred.

Of course, the chapter wasn't flowing correctly either, so that further delayed the update.

**A/N: ** I have also been distracted of late, so if anything else was forgotten, please forgive me.

That said, I wish to thank the reviewers of the last several chapters: come on out **PotterPhan21**, _HikaruOfDreams_, SpartanCommander, **Phillip Clark**, _JC_, rika195, **Shadewold7**, and everyone else who reviewed or read. Thanks for stinking with me.


	23. More questions and answers

**A Phantom Spider:** By Quacked Lurker

_Summary_: This is an AU story. One of Casper High's teachers left abruptly during Danny Fenton's second year and the school board has found a possible replacement. Questions: Will the new teacher survive his contact with ghosts? Will the secrets two students hold remain unknown to the general public? Will the science teacher's own secret remain that way?

**DISCLAIMER: I do not own Danny Phantom. **The plot and Mars Leyland are my ideas though. _Not mine. I'm just using some characters developed by Marvel Comics and Butch Hartman. _

_Quacked Lurker presents Chapter 23 of A Phantom Spider:_

Amity Park:

_Okay,_ thought Parker as Mars Leyland disappeared from sight. _That wasn't what I was expecting._

Immediately after turning 'invisible', Mars sprang up from the couch and rushed towards the door, needing to get away from the imagined explosion imminent. To his shock, Parker managed to beat him to the door—despite being further away—and caught his shoulders. "Calm down, Mr. Leyland. I'm sorry for dragging the information out of you, but I'm not going to hurt you. Calm down."

Mars stopped struggling briefly in order to glare at the adult. "That's what you say, but I came home and found both my parents gone! I'm not going to take another chance with you." Neither one noticed when he lost his 'camouflage' but he did find untapped sources of power and gave a superhuman effort to push his way past the blockade.

Alas, the enhanced strength did nothing as Parker just used his clinging power to stay connected with the floor. "What's up with you? Are you glued to the ground?"

"No, I am not, Mr. Leyland." Parker slowly and carefully removed his hold on the student. "I was using my powers to slow you down so you could calm down." Brown eyes looked into green eyes with out fear or prejudice--just concern for the welfare of a fellow human being. "Are you ready to talk or do you need to release some more repressed emotions?"

Mars nodded once and crashed onto the couch he so recently vacated. "I'm not sure where to begin. I realized I was different after I got home the day you bandaged my arm . . ." The young teenager refused to let himself get distracted by Peter's statement that revealed he too was different.

The Ghost Zone:

The Ghost zone swirled and spun, nauseating those who were unprepared. Ghosts were used to this ever-changing phenomenon and ignored it as humans might ignore the clouds above them.

A black skeletal horse, resembling a thestral, stood grazing on Skulker's hunting grounds. Behind it a tall knight encased in black armor searched the rock. "Nothing!" grumbled the warrior. "Come along Nightmare, we'll try someplace else."

The Fright Knight stepped next to his steed and waited for it to unfurl wings. After mounting, the creature pushed off and flew towards the next solid landing pad.

Meanwhile Desiree flew above the ground not noticing her surroundings. Therefore she is surprised when she bumps into the Fright Night. "Oh, didn't see you. I'll just be on my way."

"Just a moment." The green genie reluctantly pauses and turns to face the warrior of old. "I wish to know Walker's location."

Desiree laughs. "You too? I don't have enough power to cast a true wish and that is beyond my capabilities even when charged by half of Amity Park."

Fright Knight is speechless. "You can't grant a wish? Why haven't you visited the human realm to replenish your power?"

"I can't. The human known as Jazz bared me from appearing in the human realm-that time has since passed-and I am also not allowed to let the grant get 'out of control'." She shrugged, rattling the gold bracelets on her arms. "The fiend also eliminated convenient loopholes that would have otherwise enabled me to ignore or change it."

"Fine." The animal snorted and slowly dropped down to the nearest boulder. Neither of the ghosts commented even though Desiree had to lower herself to stay eye-level with the rider. "Why do you have a tail instead of legs? Phantom can change them and none of the others sit on a cloudy bottom."

The green genie snorted angrily. "Because I _can't_! I've been a slave all my life and slaves are denied something everyone else has. Do you see my bands?" She rattles her bracelets and swings the necklace around. "Do you? These prevent me from designing legs of my own so I can walk instead of fly and float as I have been forced to do since my death. Only with enough power can they be broken and I will be free to do as I wish."

The black knight shrugs. "Why not have someone wish you to be free?"

Desiree laughs again. "Oh, that's rich. The problem is I am not Aladdin's 'good' genie who wants to be free! Blue is more of a peaceful disposition anyway. Green is emotional anger and powerful desires that control us. While I am in bondage, people are safe from me as long as they do not wish. With freedom, only select few are safe from harm."

The black knight studies the ghost and says nothing for several long minuets. When he does speak, his tone indicates confusion, but he has apparently decided to remain ignorant. "Might I enquire as to where Walker might be or has been seen?"

"That I can answer. Try the Ghost Writer—despite his fascination for books, he really keeps track of all the rumors and sightings going on. If it weren't for the fact he always knows the latest edition of Walker's law book and obeys every single rule without fail, he would have been jailed long ago." Desiree shrugs and turns to leave, anticipating another request or question from the old fighter. When none comes, she quickly speeds up and flies off, destination unknown.

"Ghost Writer. Well, his place was on my list of targets to visit, just will have to go there next instead of later."

Amity Park:

Saturday morning began with a beautiful sunrise. Phantom was one of the few citizens awake to see the day break. He'd been up since the movies ended sometime after midnight. While basking in the warm glow, the pale ghost groaned mentally. _I hate suffering from insomnia. Although, this might have been worth the lost sleep_. He was floating in the air above the park, not really caring if anyone saw him—despite the lack of ghost attacks, sightings of Phantom remained consistent, while the damage had diminished exponentially and the Fenton Ghost Hunters were willing to accept his claim he wasn't intestinally harming anyone or anything. It was a relief not to have to run at the sight of his parents while in ghost mode.

Danny relaxed in the gentle breeze of the early morning and allowed himself to be pulled away from the park and towards the poverty section of town. He was hardly paying attention as he slowly changed altitude to stay above the tops of the buildings.

"Hey, Phantom!"

Startled, the ghost boy dropped several feet before regaining his equilibrium and flew towards the teenager who called him. "Mars!?" he exclaimed, shocked. "What are you doing in the science teacher's abandoned housing?"

Mars Leyland was standing on a fifth story balcony holding a steaming mug. He looked amused. "Parker allowed me to spend the night seeing as my parents went out of town without my knowing. Now, how do you know my name?"

"Uh," Phantom stumbled struggling to come up with a semi-believable excuse. "I'm a ghost and Casper High is one of the places I haunt. I learn student names by osmosis." He winced and had to prevent himself from rubbing the back of his neck as he was prone to do when stressed.

Mars yawned. "I said your name to see how responsive you are as the lack of ghost activity has been driving me crazy."

"You're not the only one. Even the Box Ghost has taken a leave of absence, and it's not like him to do so." Right after Phantom finished saying so, a familiar blue mist came out of his mouth.

Simultaneously there was a shout of "BEWARE! For, I am the ghost of all things cardboard and square!" A crash quickly followed and the blue paunchy janitor flew through the wall and turned towards the apartment he was evicted from. "Come on, you didn't restock? Last time you let me destroy the boxes."

A flabbergasted Phantom watched as the sliding glass doors opened and a sleepy Peter Parker stumbled outside. However, his voice was firm. "Last time I didn't have company. Besides, I've gotten tired of you waking me on Saturday mornings." Parker yawned and stretched; his flexibility rivaled that of Phantom's. Mars just snorted. "What?"

"You, sire. I kept you up past midnight with my questions and talking, yet you offered me the bed and then finished grading all the papers from Friday. I'm surprised you're moving." Mars cocked his head. "Wait, no, I'm not. Coffee would be more of a wake-up call than lemonade."

Mr. Parker just smiled and turned towards the blue intruder. "Good morning Phantom, Box Ghost."

"Morning, sir." Before he could formulate a polite way to ask a question that had been bugging him for about five minuets, an awful crack echoed through the silence and the fifth story balcony broke under the strain and dropped Mars and Parker. Phantom reacted rapidly and swooped in surpassing the force of gravity and made a successful grab of his classmate's arm. After managing to slow his decent, he looked towards the ground, expecting to see a broken body on the streets below. To his shock, the only things littering the ground were the railing, the rotten flooring and one shattered mug. "What?"

"Have you forgotten the visit of the Fright Knight so soon?" Mars just grinned as he felt Phantom jump up several feet and both looked towards the wall where Mr. Parker lay flat against the crumbling brick supports and landed on a narrow window ledge.

Confusion ruled Phantom's face as he recalled the trip to New York City. Again, the ghost stammered, "What?"

Parker just sighed before looking down. With a grimace he saw he was still three stories up and the ground below wasn't suitable for easy landings. Luckally, he didn't have to worry about that as Phantom flew over and grabbed Parker's forearm and carried both humans down to the ground safely.

**-------------------------------------- / **

Perplexer sighed. The female ghost behind him said "don't' do that. It's irritating, and I haven't had my daily fix of human emotions."

A cape swished as he started pacing. "That's all fine and dandy, Spectra, but I still don't get why we have to stick together."

"Because you disobeyed direct orders and revealed yourself to the humans after deviating from the plotted course to Kingpin's hideout." A shadow in the empty apartment shimmered slightly before thickening and forming into a young human female figure. "Drat, I need to feed soon or loose all cohesiveness in this human realm. Why Plasmius didn't pick someplace closer to the school I don't know."

Perplexer watched his companion struggle to maintain her form. "It's a weekend which means no school. Besides, my archenemy works there and the boss wishes to limit my opportunities to mess everything up-again." He turned towards the window and played with the blind that hid him from the outside world. "I don't see why he wants us to watch the Fenton's house anyway—there's nothing of worth in there."

Spectra smirked. Before answering she hissed a reminder for her colleague to turn invisible. "Every respectable ghost has heard of the halfa who guards Amity Park." She gestured towards the human house. "This is where he lives when posing as a human."

"Oh" Perplexer was silent for a moment. Then, "Who's the halfa and why is he so important?" Spectra had to restrain from rolling her eyes violently. "Phantom is important because Plasmius uses him for his own gains and to make life better for us ghosts."

"I didn't know that." A delightful silence followed the statement.—but only for a short time. "Still, I think the costumed figure I fought is much more important than this halfa."

Inside Fenton Works, Jack looked at the massive area of ghost weaponry he and his wife had invented. Even though the two ghosts across the street were striving to avoid being detected, the early ghost warning system in the basement blinked red and tried to tell the humans there was a pair of ghosts in the apartment across the street. Jack, being himself, didn't pay attention at this time.

---

The Fright Knight found Walker next to a black hole. _Nice, a semistable naturally occuring portal. I wonder why the jail guardian is just sitting there._ Minuets later, with his curiousity unfufilled, the warrior sighed and marched over to stand infront of the skull-white one.

The all-black ghost complete with purple flames and the white one wearing a ten-gallon hat made an intersting contrast to each other--less obvious in the greenish atmosphere that is the ghost zone, but still.

"Walker, Plasmius wants to know where you've been."

"Where I've been?" Walker stood up and used his power to enlarge himself. Almost immediatly he was twice the size of his opponent. "That dog-gone halfa doesn't have the right to rule everyghost as if they were personal slaves. I'll answer to him while it pleases me to do so, but no longer." He quickly hopped towards a nearby rock that rested from another blackhole. This black hole had blue sparks at the edges. "I am my own master and I will not obey him. While his appearance has brought some order to this chaotic zone, in other areas, disipline has crumbled and if it weren't for the efforts of Plasmius' so-called-enemy, we would have already fallen into another bloody war--either with the humans or with each other, it doesn't matter at this point.

"I'm fine with him needing new charges, and don't care for the newbies, for him to have the adocity to force those who've been inhabitants longer than he's been alive is just wrong." Walker slowly shrank back to normal size as he ranted and raved against the one he was once happy to serve.

The Fright Knight waited patiently as his wandering attention caught sight of numerious other black holes. All were different, and he had the seeking suspicion that to land in one of them would be devistating for Plasmius' plan. Not that that would have been a problem, because the Fright Knight was used to being played for as a pawn. Of course, with Walker starting to change attitudes, maybe it was time he struck out on his own.

After the human Kingpin was removed from the contest. Of course. "Wait, you said something about Perplexer being different?"

Walker stared at the ancient warrior as if he had grown a tail and horns. "Of course he's different! How many ghosts figure out how to work their special powers before getting the hang of other basic ones? Plus he remebers more about his human past than practically everyone else. Why--"

Again, the Black knight cut off the relentless tirade. "I also heard from reliable sources that you bolted when you heard Parker was in Amity Park. Why?"

Walker stopped and considered the question. Then he laughed. "Superstistion. Gut instinct as well. Haven't you knoticed how few minor ghosts have made it to the human world since Parker took up residence? I have and found another seeming coincidence which could spell the end of life as we know it."

"We aren't alive, so life as we know it can't end."

"You know what I mean."

_Whoops. Almost forgot the list of reviewers who helped make my day and week:  
_rika195, PotterPhan21, SpartanCommander, Shadewolf7, HikaruOfDreams, and JC

**JC: Yep, you got it--at least Mars revealing. The requests are comming along, but no guarentees.**


	24. Tieins

**Disclaimer:** I do not own Danny Phantom and I am not Butch Hartman. I am also not an employee of Marvel Comics, so Spider-Man is also out of my league. However, this crazy crossover is mine to play with.

Chapter 24:_ Combining factors  
Connections/Revelations_

Madeline "Maddie" Fenton snapped upright when a ghost sensor activated. She sprang out of bed and hurriedly pulled a blue hazmat suit on. Once encased in the protective garment, she gently rocked Jack and whispered "ghost" in his ear. Her husband was up in a flash and ran out the door before she landed in the chair that kept her from sprawling on the floor.

While Jack ran through the house searching for both fudge (or ham) and waking Jazz up, Maddie started the Ghost Assault Vehicle up and downloaded the location of the level seven ghost. Once the three family members were secured, Jack drove downtown, nearly flattening several buildings, and pulled up near a tall run-down apartment complex where Phantom, Peter Parker, a Casper High student, and the box ghost were standing (or floating) in the street near a broken railing.

Jazz made it our of the modified Fenton RV first and scanned the sky, looking for an invader while aqwardly holding a Fenton Bazooka. Parker looked at her oddly before she announced there was a level seven ghost nearby. Phantom groaned and did a face-palm.

"I take it level seven are dangerous?"

"Yes. Pariah Dark is a level nine while I think Fright Knight is an eight. I'm classified as a five/six." He stopped speaking as Jack and Maddie pulled out various instruments; Jack added the Fenton Finder to his horde and merged it with the energy-level detector.

"_You have to be some kind of moron to not notice the level seven ghost dead ahead and two feet up._" Naturally, both Fentons looked that way and found themselves staring at Danny Phantom.

Mars just cocked his head and asked "level five you said? The thing the Fenton's are using are identifying you as a level seven. Why?"

The Box ghost refused to let himself be forgotten. "Beware, for I am the ghost of all things cardboard and square!" An irritated Maddie borrowed the Bazooka from Jazz and shot the short relatively harmless ghost. He cried "eek" as the green substance spread and he was roughly pulled into the ghost zone.

Jack hadn't been inactive. He'd double checked on the modified sensor that located ectoplasmic entities and frowned in confusion. "This device says there's only one ghost in a four mile radius and that's Phantom." He glared at the ghost-kid. "Mind telling us how or where you got a power boost?"

Phantom gulped and paled even more than normal. "I have no clue. Seriously, I'm not this powerful on most days."

Jazz spoke up. "True, but usually you are off fighting ghosts and protecting humans. Could this massive power up be caused by you storing unused energy, similar to a device in most electrical appliances/wiring?"

Parker started pacing the small space between the RV and the others. "It's possible," he allowed before Phantom could rebut the absurd comparison. "Go fly top speed around Amity Park for a few minuets."

Phantom's green eyes flared up. "About that explanation," he hissed. "I do want to know how, sir." With that warning given, he immediately took off towards the trees and accelerated up. Jack, watching on the Assault sensors quickly announced the level seven ghost was leaving, then out of range. An uneasy silence passed while the five humans waited for Phantom to come back.

Come back he did several minuets later. Oddly, the ghost kid wasn't breathless but seemed rather exhilarated. "That got my blood rushing. What's the readings say now?"

Maddie looked at the power meter and managed to blurt out "6.7" before her jaw dropped.

"Curious. So you do hold and store energy when it's not used immediately. I wonder—"

"Wait, now it says six point eight." She glanced up fearfully. "It's not settling down but is slowly edging upwards. This can't be right."

Danny decided to stand on the pavement instead of hovering above everyone. "It is calibrated correctly. I have yet to find one of your inventions wrong or imprecise in it's function." He paused at the startled looks everyone gave him. "What? I've been on the receiving end enough times; plus do you really expect a haunting ghost not to experiment or watch when inventive hunters move in?"

P ----------------Let's check out the other characters---------------- /p .

Nicolai Technus was in ghost utopia. The technopathic ghost gleefully played with the main power grid of Manhattan in New York City. Of course, he had to keep an eye on repair crew progress and moved on to the next main junction when they got too close or were about to cut the power—not that that would have stopped him, but getting captured or revealing the presence of ghosts was debilitating to Plasmius' plan.

Technus had almost been 'captured' by the first repair crew who responded to the origional complaints. Since then, the 'master of all things electronic' kept a sharp eye on nearby wireless servers and uploaded himself onto the computers for quick escapes.

. . . . . . Elsewhere, about the same time. . . . . . . .

Kingpin, a.k.a. Wilson Fisk, pounded the massive ivory desk in frustration. He had on hand the latest reports of power failures and disliked the implications. Someone or something was playing havoc with the power lines and grids—all the repair crews (some under his control, others still freemen) were running interference at best: most were stuck following and repairing the latest damage wrought by this yet unseen invader.

. . . . . Yet another spot in the Big Apple . . . . . . . . .

DareDevil managed to slip in his window unseen by the general population, but his entrance wasn't completely ignored. He briefly startled Franklin "Foggy" Nelson who didn't manage to suppress "WTf" that emerged from his lips.

"Sorry, sir, but you don't usually intrude in this fashion." Matt Murdock's assistance whispered when DD motioned for the paralegal to be quiet. "What's wrong?"

Daredevil remained hunched under the window with his ear pressed to the wall. "An assassin is following me and I fear he found my civilian identity. He seems concerned with my death only and hasn't fired on Hell's Kitchen inhabitants, but that won't hold forever." The red clad superhero snarled.

Nelson paled. He then opened the closet and pulled out Murdock's freshly pressed suit and tie. "Well, then, best be prepared for the upcoming funeral, sire." He withered under the nonexistent gaze sent his way. "Bad attempt at humor, I know, but what can I do?"

"Make a call to General Fury and tell him-personally, not through a secretary-that there is a hunter roaming New York City. Do not mention me by name."

"Yes, Mr. Murdock."

To himself DareDevil mutters, "now how am I supposed to dodge the killing bullet as a blind civilian? He's seen me in action and has kept out of range, but close enough to kill a normal human." He continues speaking under his breath—too low for most humans to hear or understand—while slipping into his civilian alter ego and enters the waiting room where both Ben Urich, a reporter for the Daily Bugle, and Hector Ayala, the White Tiger, were sitting and conversing in low tones.

"Hey, Matt, where's Karen Page?"

"She asked for the day off and 'seeing' as how she's an overworked secretary, it was granted immediately. Now, may I ask what brings you here?"

The Hispanic fighter stood up. "I've heard rumors of recent killings. Someone is statically removing various mutants from the living and targeting the local vigilantes. Always the cause is the same. One bullet in the chest and instantaneous death."

Matt Murdock's voice hardened. "Yes, I know. He's after me, but hasn't gotten close enough for me to do anything about it."

While Hector sputters in astonishment, Ben nods with understanding. "This is bad. Jonah will only take this information as a positive note in his paper if he learns of it."

"Agreed. I've taken the liberty to attempt a contact with General Fury, but that may be a no-go as he's not understanding with civilians with vendettas."

. . . . . . . Past sundown, in NYC . . . . . . .

Harry Osborn found himself wandering the castle, in search of an open balcony. He didn't' recall suffering from sleepwalking, but he had been unable to sleep soundly during the last week. Maybe his subconscious was acting up. Heaven knew his father had been action strangely ever since he got back from an emergency business trip in the middle states.

Harry stepped outside and examined the stars in the sky. They were unchanging yet twinkled in the clear night air. Ageless, yet ancient, the stars were unique in their own way.. He took a look at the buildings around and saw the blue twinge on the power lines, but though nothing of it. Here in New York, there were always chemicals with unseen side effects. He wouldn't have been surprised to learn of a new way to produce glow-in-the-dark coloration for the sheaths protecting the people from stray electric impulses.

Meanwhile, the Green Goblin pulled himself along the rooftop. He couldn't activate the glider while Harry was out wandering the mansion. Noise traveled too easily and he could place the sound almost immediately. No matter, this delay wouldn't cost much beyond the time expended. This green flying menace refused to bow to others and was in control of his actions and thoughts. For now.

-:-:-:-:-:-:-:-:-:-

Mr. Reed Richards was astonished to receive a note from the general for an update in the briefing room. He would have forgotten the summons if Sue Richard hadn't received the same memo. Reluctantly, the two made their way inside.

Johnny Storm, Benjamin Grimm, the White Tiger, and a few others were waiting for the latecomers to arrive. Ben spoke up. "Hey, anybody else notice only costumed adults are in here?"

Johnny snorted. "Really? That doesn't explain this pile of orange rocks arranged in the middle."

"Why, you little—"

"ATTENTION!" General Fury walked in with Logan following. "Thank you all for coming. We have a situation on our hands that deals with the super powered community more than S.H.I.E.L.D. Logan, you found the body."

The human known as Wolverine growled but stepped up to the podium. "As you know, we have been thrown into chaos since the alleged death of Captain America." He held up a hand to stop the mummers that immediately sprang up. "Yes, the Cap is alive, but in a ghost-induced coma. He should be back soon, but even Dr. Steven Strange has no information on this." Logan took a moment to glare at everyone and made sure he had his or her undivided attention. "However, Thor is dead. Killed by the same assassin who almost succeeded with the Avenger Leader—no transgression to Iron Man intended."

This time, Logan was unable or unwilling to stop the side conversations that sprang up. When several minuets passed with no word from him, the Fantastic Four spread out and redirected everyone's attention to the podium where Logan waited patiently. That sight was enough to shut some of the supers up--at least those who fought with him.

"Yes, Thor is dead, despite his immortality given upon his placement with the Asguard protectors and godhood powers, but his civilian identity was not and that is our main weakness. Someone has the ability to follow us one-on-one and takes us out when we loose the powers in an effort to blend in with our not-so-gifted friends and family. At least, those with them," Logan allowed when a few glared angrily at him.

Logan took a seat and General Fury stepped back up. "Thank you, Logan.

"I got a call last night from DareDevil. He's the next target, he believes, but the assassin has shown no inclination to fire on him while civilians are close by. However, he's also stayed out of range for DareDevil to make a positive identification. Those with invulnerable skin should be relatively safe as well as those who can hear a silencer fired and can maneuver out of the bullet's path.

"In order to best protect ourselves, it is recommended the superhero or super powered community travel in pairs, preferably with one who can reduce the likelihood of a solid hit. Yes, this may mean revealing your civilian identities . . . . ."

P -------------Now, back to Amity Park----------------- p

Phantom paused at the startled looks everyone gave him. "What? I've been on the receiving end enough times; plus do you really expect a haunting ghost not to experiment or watch when inventive hunters move in?" He held out white-gloved hands. "Don't answer that, rhetorical question." Meanwhile, his form and visibility started fluctuating and the ghost frowned, concentrating on remaining solid.

When he continued phasing in and out, Jazz spoke up. "Is it possible the extra power is overloading your control? I know most ghosts stay in the Ghost Zone, where the charge is allowed to bleed off, but here in the human realm, an overload might be possible."

Phantom wasn't the only one who stared at Jazz Fenton in shock, which changed to contemplation. "If that's true, then the town's in serious trouble if the instability continues and effects my more powerful attacks. Maybe I'll pay the Wisconsin ghost a visit." Off he flew, this time in a North, Northeasterly direction, leaving the five humans behind.

Jazz turned towards Professor Parker and asked him straight out, "What explanation is m—the ghost talking about? And why are you dressed in rumbled clothing? Is that yesterday's wear? How come there's a High School student here?"

Parker snorted. "Somehow I managed to slow my decent to earth when the railing gave way—Mars was grabbed seconds after he started falling, and I was caught about the third story. For the other questions, I slept on the couch as I fell asleep grading papers.." He held out a restraining hand. "As for why Mars Leyland is here, he needed a place to sleep after his parents skipped town. Indoors is a lot safer than outside--especially with fall hitting hard--and I don't trust the immediate population not to harm him in the middle of the night."

. . . . . . . Same day, but later-. . . . .  
. . . . . .-before some events in NYC . . . . . .

Mr. Lancer calmly watched the football team step outside after Saturday school was let out. Practice wasn't delayed because a team member was assigned detention or something; no, this was just a freindly get-to-gether between games when the coach called in sick. _Come to think of it, there is no assistant coach, and the only one teaching high school students used as much of his paid leave as possible. Best keep an eye on the football jocks, make sure no one is hurt._ With building frustration, the vice-principle followed the students as they pulled up close to the forest near the edge of town.

Kwan Sie Phan dug into the bag he carried with hiim. "Hey, does anyone want to do something besdies football practice? I've got a Frisbee." He held up a large, flat round plastic toy of that name. Dash Baxter quickly agreed, thus ending any arguments to the contrary. Star and Ashley followed the boys and choice a fiairly level area to practice their cheerleader moves.

At this point, Mr. Lancer cried out "Moby Dick" and wandered back the way he come. They were just being teenagers and were needing time away from younger siblings and obnoxious parents (not that all adults are overcontroling, but that's how it felt at times).

Later, after the Frisbee flew over everyone's head, Dash and Kwan raced to grab it. However, Dash was distracted by flashes of green coming from further in the forest, and Kwan followed as usual. Once they found the source of the flashes, they gasped in astonishment.

There was a clearing inside and Phantom was aimlessly throwing beams of energy at invisible targets. The ghost kid's face was filled with frustration and anger. He was also muttering to himself; something about being betrayed by his own body? The two star football students were astonished to say the least and Kwan started retreating back towards the playground the rest of the team and a few cheerleaders had taken-over. Dash Baxter stayed put and was treated to a rare sight.

A mechanical 'monster' jumped over the treetops and landed beside the ghost, who spun around, gathering energy in his hands ready to throw and hit the attacker when he noticed the face of the person inside the Fenton Exoskeleton version 2. "Professor Parker?! What are you doing in the experimental ghost suit?"

"Giving it a test drive, Phantom." The face shield retracted and Dash saw the science teacher grin from ear-to-ear. "Mrs. Fenton was worried about the neural connectors, believing them to be dangerously draining of the wearer's life-force. Otherwise, it works well. It does enhance normal strength and even has a few built in ghost detectors." At this, Phantom snorted and began edging away. Parker just followed the ghost with his eyes. "Which is how I found you. Apparently hitting nonexistent objects isn't reducing your stored energy levels as you're still classified as level seven. I think I can help you there--if you are willing to pretend I'm Plasmuis or The Fright Knight." His brown eyes sparkled with challenge.

Phantom grinned and flew up. "You're on. If I win you tell me how you were able to cling to the brick wall."

"Deal, but let's add another variable. Something random and very unlikely to happen, but in no way related to this competition. Has to deal with ghosts."

Dash watched in disbelief as three Fentons emerged from the forest followed by Mr. Lancer. The sub/english teacher was gapping in shock. Jazz spoke up before Phantom could respond. "How about if The Box Ghost comes back, accompanied by Cujo, you tell your secret."

Parker seemed amused, then he nodded. "Seems fair. However, I don't know this Cujo, but regardless, let the tournament begin."

**End Notes: **I would like some flames to go.

Thanks for reading and reviewing.

* * *

Thank you Rika195, Shadewolf7, JC, Em Phantom (Yeah, got a new reviewer!! so happy.), HikauroOfDreams, Moony's Metamorphmagus, (maybe three:0) (-; ))

Thanks for the info and telling me what you truly think of the story/chapters. Reviewers are a fanfic author's lifeblood.


	25. Filler?

Disclaimer: I do not own Danny Phantom or Spider-Man. I am just playing in the respective sandboxes.

Thank you, rika195 Shadewolf7, crazychick6692, Em Phantom, Cross177, HikaruOfDreams, SpartanCommander, and JC _(Thanks the info is appreciated.)_

**The Ghost Zone:**

It is an unnatural place where green sky swirls in random patters. Some might describe the different shades and solid objects as things stuck in the midst of a class five Hurricane. That is illusion. It is not a natural force of nature that will expend its energy, destroying the human realm. It is not even intelligent in any respect, and does not occupy the same dimension/realm/reality that the human world does, even though the two are connected. The inhabitants though, might see humans as a threat or a force to be controlled.

For example: Pariah Dark had no interest in ruling or controlling humans until he learned of Halfas after he was placed in the coffin of forever sleep the first time. It is unknown what he thinks of the human race as he is still in some kind of suspended animation.

Clockwork is also a powerful ghost who chooses not to interfere with humans or their realm. Of course, he is acquainted with Danny Phantom/Fenton, but that is because the ghost-human hybrid is an 'abnormally' so to speak—the fact he also has the potential to become the most powerful ghost, isn't lost on the timekeeper, but let's just say he's watching over his one charge that has the potential to remove the keeper who keeps humans and ghosts from declaring war on each other and destroying everything in both dimensions.

The ghosts know that keeper as Danny Phantom, while the humans recognize him as Danny Fenton. Actually, they don't know about the keeper, but the human who is the protector is Daniel Fenton and has been always. He takes it upon himself to protect his town and home from all ghost attacks, while also finding ways of limiting the weapons that can destroy ghosts.

The one who has the potential to destroy this unique protector is a time displaced full ghost combined from two halves of ghosts who used to be halfas. Dark Danny (also Dan Phantom/Plasmius), is a major exception to the 'ignore humans in general' rule. He spent ten years destroying and devastating the human realm because of the successful removal of all restraint and humanity. The only thing protecting this and all time lines is his placement in the Fenton Thermos.

Now, why are these particular ghosts mentioned? Because they are powerful and important—on any one of them the fate of the humans and ghosts resides. Thankfully Pariah is locked up, as is Dark Dan while Clockwork is neutral. At this point in time, the young hybrid does not know the potential he holds in his hands.

Back to the ghost zone in general: Now it is home to numerous ghosts. Most do not care to associate with their past or humans in general. A few desire to return, but have been unable to find a stable portal. There are two man made portals—one is under control of Vlad Plasmius and most ghosts either don't know about this one or avoid it all together out of self-preservation. The second one is under observation of the Fenton family and is only used by the daring or the desperate. In short, even those ghosts who wish to rule the humans have been unable to find a way to come back and preserve their spot.

There are unstable portals that link up to many other dimensions. These can be unstable in two ways: 1) the time placement is constantly changing, so one day it looks upon the American colonies as they are starting, and the next, it may open up to New York City as it was in 2000, or even back during the great, worldwide flood. There fore it is unreliable and unstable. 2) This is the more dangerous of the unstable portals—these are in a constant state of flux in the amount of energy they contain. Occasionally, they open up to the human realm and entire armies can move through unscathed. More often, they rip and tear the ghost traveling though and drain the creature of needed energy. Rarely is the ghost traveling down the path destroyed, but that has happened.

Disclaimer: The above is my interpretation of some things

* * *

Quacked Lurker presents the _newest chapter_ of A Phantom Spider:

Danny Phantom jumped to his right as the occupied experimental ghost suit raced towards his position; leaving the hunter rushing past his previous position. Too quickly, it seemed, Parker recovered from the dodge and turned to follow the ghost. Grinning, Phantom let a green ectoblast build up and released it, scoring a direct hit on the chest-plate.

Mr. Lancer, an 'unwilling' specter, grimaced in sympathy while the other adults just cheered the duelers on. Mars and Jazz were silent for the time being.

Parker shook off the pain/shock and mentally shot out an ecto-net that managed to capture Dash Baxter and Kwan. From the outside, it appeared the mechanical monster seemed frozen from the ice-rays Phantom aimed at the machine. While the metal fighter was immobile, it wasn't from the ghost attack--it was from surprise at the realization this Fenton machine could be controlled mentally--previously he had been using the buttons and levers to maneuver.

Before Phantom could follow up the ice attack, Parker shot the Exoskeleton version 2 up and hovered for a second or two before landing on the opposite side of the clearing. Phantom didn't freeze in shock--he had been desiring a challenge and Parker was providing one. Plus, he'd been hurt in fights with ghostly visitors by loosing track of the opponents.

Before long, both Phantom and Parker, had been hit several times and their reactions were slowing. At this point--about fifteen minuets after the fight began, Jazz Fenton ran between the opponents. "Timeout." She shouted. "The drain on Parker is at a dangerous level and you, Phantom," The red-orange haired teenager turned towards the panting ghost-boy. "You've accomplished your objective--the various ghost sensors now register you as a level five point nine."

Phantom depowered the green blasts he had been building and settled on the burnt grass as Parker shut down the weapons and clamored out of the suit. "So, it's a draw, then? Apparently we will have to wait for the Box Ghost and Cujo to show--Cujo is an original green ghost dog which has the ability to change from a cute puppy to a scary monstrous guard dog." The ghost kid said in response to the Professor's still curious look.

Meanwhile, Mars Leyland approached the still bound football players and cut the ghost-proof-net. "So, Cujo's an OGD?" When everyone revealed blank looks, he expounded "Original ghost dog? Just cut the green description out and . . . " he trailed off. "Forget it."

. . . . . . . . . . . . . . .No, I haven't forgotten the others . . . . . . . . . . .  
Back in the Ghost Zone

The Fright Knight turned to go and leave the sulking ghost warren alone with the black holes that led to various times and places in the human world, when a bright green flash shot out of a portal. It left behind an upset Box Ghost who pounded his hands together.

Walker reacted with snake-like speed. Before the ghost could blink, his hand grabbed onto the blue overalls and pulled the janitor closer to him. The Fright Knight cheered at the shocked look on the Box Ghost's face. "How did you get here?"

"The Fenton Bazooka. It is not cardboard nor square, so I cannot command it." He waved his arms around, to no effect.

"How did you get into Amity Park? There's a semipermeable barrier that prevents ghost zone inhabitants from reaching the human realm."

The blue, portly ghost smirked--that response was unexpected and frightening. "Human-made portals aren't the only way out. Talk to the Ghost Writer; I'm sure he knows more ways to annoy the living."

The Fright Knight's temper stretched closer to the breaking point. He jumped onto the same floating boulder Walker was on and pulled out his Soul Shredder, placing the weapon on the prisoner's neck. "I know you know what this does if it cuts," he hissed. "What we need to know is how to avoid the protectors that have followed Parker and are making our jobs harder."

The Box Ghost dropped his superior look and looked at the sword with fear. "The black holes." He pointed behind them where the sky was a chaotic mix of green ghost zone atmosphere and junk that littered everything. "Use the correct one and you can go anywhere or any-when."

"I know that!" Thundered the skull-faced one. "The problem is finding one that won't weaken the traveler."

Box Ghost shrugged. Before he could respond furthermore, an irritated female screech caught the three males unaware. "Leave the Box Ghost alone!" Walker dropped the stout plumber and stepped back, trying to avoid the onslaught of liquefied protein.

However, the Lunch Lady had other plans. She laid down covering fire that allowed her friend to fly towards a hole between the enforcers and herself. Before the blue lightning flashes dissipated completely, she followed the Box Ghost through the black hole, abandoning her targets for the time being.

The caped warrior stepped over to look at the location both low-level ghosts disappeared through. "Interesting. So, the Box Ghost can use naturally occurring, unstable portals without harm." The Fright knight shrugged before calling his steed over and jumped after the escapees.

* * *

After the fight was declared a draw, Phantom landed on the ground and stepped through the trees towards Casper High. He was winded slightly, plus Samantha Manson and Tucker Foley should be waking up about now. While Danny's best friends knew he was concerned by the lack of real ghost attacks and fights, he thought it best if they didn't know how much the lack of ghost activity was effecting him. At least now he didn't have to worry about his powers short circuiting and causing problems. Turning invisible, he headed back to the mansion where Sam had invited the boys for a movie night. 

Back in the clearing, Mr. Lancer, along with Peter Parker, Jack and Maddie Fenton rounded up the football players and cheerleaders who had stopped their activities to watch the battle between Casper High's newest science teacher and the town protecting ghost. Dash and Kwan were talking nonstop while Mars snorted in amusement, during the walk back to school property.

"Ah, man." Dash whined when he saw where they were headed. "Not the football stadium. Coach gave us the day off."

"Yeah," agreed the other players. "Besides, its lunchtime and most of us have other plans." Giving Parker a wide berth, the students split up and left the practice field. Mars left too, but he split off from the main group. Jazz stayed behind for a minuet.

A bemused teacher watched the students leave while the other three adults looked shocked, maybe even angry. "Let them go," commanded Parker, "It is a Saturday."

"Which reminds me." Mrs. Fenton pulled out her cell phone and hit speed dial. "Hi, Danny, how was the movie? . . . Good, I'm glad you and your friends are up. . . . Listen, I want you to get your homework done before Monday, please. Your father and I are proud of the effort you've put into school lately and, well, we wanted to say thank you." A pause. "Dinner's at six and yes, Sam and Tucker can come over. Bye." Maddie cut the connection and turned towards her husband. "I think we might want to include tracking devices on the cells--"

Before she could continue, Jazz interrupted. "Do you think that's such a good idea? I mean, Danny's in that volatile age where any perceived threat to his freedom could cause him to stop trusting you and besides, he's always with Sam or Tucker, so even if his cell is not answering, he's safe."

Mr. Lancer had been ready to cut off Maddie too, but he just let his jaw drop when Jazz started rambling. When she noticed the odd looks the VP and Science teacher were trading, the redhead shut up and retreated towards her car. That was the unconscious signal for everyone to leave and very quickly, the school was abandoned by all but the janitors.

* * *

Back in New York City, Kingpin watched as his underlings unloaded the newest shipment of illegal trade items. He pulled a box of Cuban Cigars out of the transport and lit one up, savoring the flavor. A scratch behind him caused him to turn back where Sheol stood waiting for his current employer to either dismiss him or invite him in. Kingpin waived a massive arm and the assassin-for-hire approached slowly. "DareDevil's still alive." 

"Yes, sir. He's a bit more elusive than other targets. I've managed to pinpoint his civilian identity and wondered if you wanted the human or caped crusader dead."

Kingpin responded immediately. "DareDevil. I made his civilian identity a living hell a while back and he's managed to remove all connections between the two." He took a deep drag on his cigar. "Anything else?"

"Yes, sire. If I may take out a few of the Avengers or X-men, prominent criminals of your caliber have gone underground and wanted to remove those inconveniences. Are any of them under your protection or revenge schemes?"

While the underlings continued moving boxes, Kingpin pondered the question. Not many people knew he was constantly tormenting someone who refused to bow to his wishes. "No super-powered individual has gotten on my nerves lately." Kingpin said after a long silence.

"Thank you." Sheol nodded his thanks and retreated from the private meeting with New York's crime boss. His exit was as silent as his entrance.

* * *

Nicolai Tehcnus reluctantly left his place along the power lines and responded to Plasmius' demand for debriefing. "You called, sire?" 

"Yes, I did." Plasmius, the blue vampire, walked through the brick wall into the alleyway where several homeless cried out in fear and evacuated the location. Technus took the time to pull himself fully out of the wires and kept his presence visible. "where are the others?"

An electronic encased hand held out several fingers. "Let's see, Perplexer and Spectra were both held up at Amity Park--but you knew that" Technus glanced at Plasmuis who had an aura of impatience about him. "Um, Skulker should be here soon. He can't teleport, and might have been distracted by a few items he doesn't have. Box Ghost bugged out and I have no idea where he went. Fright Knight said something about finding Walker, but the others are still scouting out the land for maximum chaos."

"Good." Plasmius jerked his head around and glared at a human intruder who accidentally crashed some trash. While he was still frozen in shock at being clumsy enough to reveal himself, Plasmius flew over and overshadowed his body, causing the forlorn empty eyes to glow red. "Make sure they know to attack the non-law abiding Kingpin first." Not waiting for an answer, he took the human prisoner away towards the ocean and left the ghost alone.

* * *

**Sorry for the wait--have been procrastination too effectively.**

Questions answered--  
_Had no real plan with Cujo's introduction,  
Technus' name is while Kwan's comes from the person who supplied the voice_


	26. New York City events

**Disclaimer:** Nope, not Butch Hartman nor Stan Lee. Just Playing in their universe.

**A/N: **I have no excuse for being late. shows weaponless hands

A Phantom Spider continuation by Quacked Lurker

Plasmius flew out of the man he had overshadowed. Behind him, the curious man groaned and fell onto his knees and rubbed his head. "Where am I?" wondered the stranger out loud, using his hands to keep warn him when he hit the wall as he backed away from the floating entity.

"You, are in a temporary holding cell." The blue vampire-like ghost examined the cell walls, looking for weaknesses. Finding none he turned back to the prisoner. "This will be an interrogation where you tell me what I want to know and I'll let you live. Maybe."

The adult male gathered strength from somewhere and he glared defiantly. "In that case, I better lie convincingly because I don't know _anything_." Some of his courage fled when the cell was illuminated by the ghost's red angry eyes, enhancing the bleakness of the room.

"Your name and occupation." Plasmius began the questioning in a monotonic voice.

"No one and homeless."

"Lies. Your emotions didn't take over when I popped into visibility and the clothing you wear isn't rags or garbage. Try again." Anger percolated through despite the strain at keeping his temper in check.

"Go to Hell." He cried out in pain when a red energy beam sliced through the air and cut his leg. "Real name, Allan Smith" the human gasped out and the beam disappeared. In that brief moment of release Allan was given, he managed to regather his scattered wits and refused to answer the second half of the question.

"Better." A faint _Beware!_ caught Plasmius's attention and he poked his head through the solid brick wall to find the cause of the commotion. When he returned his gaze upon the human inside, he allowed his canine teeth to gleam in the dim room and flew up, towards the street above.

Mr. Smith remained below trying to make sense of what happened. "Okay, not a normal human," he mumbled to himself. "Maybe a vampire with mutant powers, but unlikely. Now, how did I get in here, and how do I get out?" Standing carefully, using the wall for balance he circled the room, thanking the creator that the torturer had forgotten to hold him down, or otherwise restraining him.

Several minuets later, he paused in disgust, having checked one wall for hidden passage ways. There was faint luminocity provided, but not enough to make anything out. All the fluorescent light did was break the darkness into levels of blackness. Touch alone didn't guarantee a lack of pitfalls or piles waiting to trip him up. He sighed before moving on, this time pushing/pulling every brick to see if an entrance had been boarded up in the past.

- - - - - - - - - - - - - - - - - - - -

The Box ghost had pulled himself and the Lunch Lady into the outskirts, as it were, of New York City. Above the semi empty streets, he turned invisible and followed his nose towards the warehouses in the distance. Lunch Lady didn't follow as she was distracted by the sight of flames out towards the ocean. She didn't care if anyone saw her--in this place, it would easily be assumed she was a hallucination or an experiment gone wrong. Not that that was her reasoning. She just didn't care and wanted to make sure she had enough energy to force-feed everyone meat if it looked like they didn't have enough protein in their diet.

Once at the warehouse, Box Ghost grinned wildly and concentrated. Within seconds he had almost one hundred boxes and crates under his control. Still flying towards Wilson Fisk's office, he pulled the containers out of their place and maneuvered them into the main rooms. With that load done, he hurried towards a legitimate storage room and maneuvered more boxes out of their locations, this time he couldn't stifle the _beware_ that instinctively came upon his lips, but he was able to keep himself from shouting his warning. At the third location, he gave in and shouted _"Beware!"_ as he flew away.

This time, Box Ghost paused and regained visibility as he waited for his energy levels to increase.

"Ah, Box Ghost." Plasmius teleported to the floating janitor's side. "I see you've already started my revenge scheme. May I ask where you were?"

"No, for I am the ghost of all things cardboard and square. I have no keeper nor do I answer to halfas."  
Down below on the street, several people were shocked when a sudden windstorm blew loose papers and cardboard around in mindless swirls. Both ghosts were ignorant of this little fiasco as they were almost thirty stories up.

"True, I do understand." Plasmius waved his hand around as he spoke. "Imagine what the world would be like with you in control of the packing industry."

The Box Ghost just waved the image aside and dropped towards the ground. "I'm the Box Ghost! Not a packing ghost." He turned around and entered a Fed-Co center where he landed in Bubble Wrap. The blue ghost cared not for lights or human interference at this time. He was too enthralled at the finding of materials he could use to further irritate the human who had managed to engage Vlad's revenge.

- - - - - - - - - - - - - - - - - - - - - - - - -

Tony Stark remained flabbergasted at the idea of Captain America being in a ghost coma. He had given up hope of seeing the Avengers whole and fighting together with the leader's seeming death. Iron Man hadn't had too many qualms arise when the issue of who was to be the official leader of the Avengers had arisen. After all, if the Cap had managed to keep the Invaders together during World War Two and struck several blows against the Central powers, then who was he to argue with the one-man army. Besides, this allowed him some more leeway in holding his two facades apart.

Then came the shot and funeral. Despite Iron Man being out of the country, he wondered if there had been something he could do in order to protect his hero and boss. Despair had taken over and both Iron Man and Tony Stark had lost vision of what he could do to make the world a better place. Not even after Richard had pulled Wolverine out for his knowledge of the unknown, did he regain control. No, it was when Fury called together all the Avengers--old, young, current, temporary members, retired (if that was even possible), American, others--did he find the flame of justice growing. However, it was the threat of an assassin which gave him purpose again. That, and the absence of Thor which meant he was now the strongest one aside from the Hulk. . . . . . .

Bruce Banner knew his condition meant he was to be watched at all times, and the knowledge irritated him a lot, but when Fury pulled the original members aside to tell them the truth of Cap's status, his anger at being assigned a 'babysitter' fled. Looking around for others needing a temporary partner until the mutant killer was taken care of, he was shocked when Iron Man, Tony Stark's body guard, volunteered to go with him.

Of course, the issue of secret identity was still in effect, but those who knew of the Gamma Ray accident knew of both identities and the extreme 24 hour watch Banner, the scientist, was under didn't leave him much of a choice in keeping his powered self separate from his human side. It didn't matter too much while both were aboard S.H.I.E.L.D.'s floating copters, but eventually one or both of them would be infected with cabin fever and need to walk around outside in public. Thus the second major shock--Tony Stark himself would be visiting General Fury and selling some of his blueprints for weapons and shields. The inventor was willing to have an Avenger follow him around New York City while he visited some of his other projects designed for the public in mind. . . . . . . . . .

Anthony Stark mentally laughed as Mr. Fantastic flew several groups towards the Empire State Building. Figuring out a way of keeping his involvement with the Avengers secret had been a welcome challenge. Getting Logan to pass a message from Iron Man to Tony Stark was difficult to say the least, but Logan knew both identities and it was necessary for this trip outside to be played properly.

- - - - - - - - - - - -New York City - - - - - - - - - - - -

* * *

- - - - - - - - - - - - Manhattan (?) - - - - - - - - - - - -

Sheol let a smirk show as he put away the bug. The Avengers weren't going to leave the town alone._ Good. Then this promises to be a challenge and I need one._ The assassin rubbed his hands together in a show of glee but quickly changed the motion to imitate frozen hands slowly warming up. Unobserved, the man once called Mr. Leyland took notice of the buildings ahead. _Ah, inside, that super shopping center is an excellent hiding specimen. It will do. . . . . . _

Evening fell, and the night guards followed their rounds as specified. Really, the mall didn't need that much protection, but this was New York, home to mutants and other unsavory characters, so keeping an eye on people was more important than watching valuables. Not that that's what the public was told. Tony Stark and others did know this, but secrecy issues kept them from spreading that reason around. . . . .

Morning came too swiftly for some people, but too slowly for others. During the morning rush, Bruce Banner and Tony Stark made their way inside, revealing in the comfort of a roof and fairly stable temperatures as an early snow storm pulled in. The two men--one a scientist, and the other a genius inventor--strayed wither their curiosity led them. Clothing stores were given a brief inspection, as were electronic toys, while book stores and other entertainment sections received a bit more attention. Crowds were avoided when possible, yet there was always three or more people around--usually the clerks, or managers, but most often other customers.

Anyway, the two Avengers enjoyed this experience (out of uniform of course) watching the people they protected as the civilians shopped and spent time as a family: the Avengers took the time to remind themselves why they fought evil and seeing the difference they made by being on the front line. Thankfully no one identified either of them (or the other superhero, vigilante groups somewhere in NYC) as that would have resulted in a mob setting which could cause casualties or even facilities.

In amidst all this commotion of time restraints and confusion as little children explored, one individual did recognize several familiar faces and took note of their positions. This one didn't call out, nor did he otherwise show movement. It was unprofessional to reveal position before it was time. The Parker ladies were ignored as were the lawyers and reporters, but their arrival could cause complications in the long run. The hidden one shrugged internally. No matter, a primary target was coming in range, but the other one remained an unknown.

Tony Stark and Bruce Banner were both uneasy, but they just chalked it up to nerves or something. After all, premonition, or a sixth sense was just theoretical at best. Wasn't it? The two had been extremely watchful ever since coming inside, but slowly were relaxing as nothing out of the ordinary was happening. Off to the side, May Parker bumped into Robbie of the Daily Bugle while Mr. Murdock sat at a lone table, drinking tea and reading a braille newspaper. There were several teenagers around; some had spiky hair, others had purple scalps and a few were showing off new tattoos or piercings. Families were enjoying lunch and children were running around in play areas, but still, something was off.

Bruce shrugged and headed towards the restrooms while Tony (who is in a disguise as the multi-billionaire was rather well recognized by most people) wandered off towards one of several food courts. Technically, it wasn't a restaurant, but it wasn't McDonald's or other cheapo area either. He'd just gotten in line to order, when a shot rang out and the slick tile floor jumped as the crowd ducked. Tony pushed his way towards the center of the disturbance but made no headway as practically everyone else was running away in a blind panic. Oddly enough, there was no second shot, but the air was heavy with the metallic scent of blood and gunpowder. Bruce was kneeling on the floor in a rapidly expanding circle of blood. . . .

Dr. Banner had cut through the maze of people towards the men's room when his chest started hurting and the distinct report of a rifle caught his ears. In shock he noticed his lifeblood gushing out of his chest and fell down in shock. From the black spots in his vision and sudden fatigue threatening to drag him down into unconsciousness, he knew he'd been mortally wounded. Anger lit his eyes and he faced the tree--a tree which had movement among the branches. Banner let his uncontrollable wild side loose--indeed, he didn't have the strength to contain Hulk anymore. He lost control of the situation and saw, as if through a fog, green limbs reach for the unseen enemy who dared hurt him. . . . . .

Agonized grunts filled the air and no one noticed Tony ditch his electronic disguise and call for medial assistance. Well, Robbie might have, if Mrs. Parker hadn't pulled him towards Murdock and ushered them both out of the combat area as they seemed to have no regard for their own safety. . . . . . .

Sheol let out a muffled curse as his bullet hit the target who remained upright despite the perfectly positioned shot. Seeing as the 'instant' death was taking too much time, he shimmied up the tree trunk towards the window he had unlocked and opened during the night. Sheol just managed to hit the rooftop and rolled away when a green monster jumped through the room and shook several tiles loose. He immediately changed course and jumped for the nearest building. The monster leaped also and swung an arm, grabbing Sheol before the assassin could evade. _This isn't what I had in mind, but contact poison will kill this brute--just not in time to prevent serious injury to me._ .

A pink energy blast distracted both fighters. Hulk loosened his grip slightly, and Sheol slid down. He chanced a look down and noticed nothing below him except hard cement and asphalt. The landing would be painful but survivable. Although, that's not what happened.

The creature who had shot the pink blast towards the green monstrosity swept down and grabbed the hand of the falling killer. Before Hulk could regain his mind and offensive attacks, the two figures disappeared from sight as the blew flyer teleported away.

Meanwhile, back in S.H.I.E.L.D.'s floating bathtub, Captain America twitched and struggled. With an unearthly cry he flew backwards and through the chamber. Before any of the technicians could react, a black-blue haze consolidated around the war hero and a ghostly figure emerged from within the shocked trooper. Almost immediately, Cap started shaking and shivering uncontrollably, while the thing refused to solidify or change his transparency.

While everyone else remained frozen in shock, the ghostly figure almost lost a medallion from around his neck. He mumbled something that sounded like 'river blockage' and 'dog presents'. The people around got the impression of a formless face looking at them as an unseen person calmly stated "Don't struggle too much, Cap, I can't overshadow you again to re-heal you. Questions will be answered later as I've got something important to do." The black-blue haze gathered near the feet of the now-conscious Cap and disappeared.

Almost immediately, the same miscolored smog showed up around the newest paranormal damage sight. It encompassed the Hulk and slowly, the green monster lost size and strength as he let go of his anger. When the paramedics arrived on scene, they were astounded to find a living, breathing human who had a crater in place of his chest. What was even more odd than this, was the blood no longer gushed out of the ruined blood vessels, and the heart was working properly despite having a bullet cut through it. Blood transfusions were given and other immediate care, but no one knew what to do about the invisible force keeping Banner alive despite the damage caused by both the bullet and transformation to the Hulk and back again.

* * *

**Thanks to: **Another Reader (_mix-verse, peeves are good, I'll try to fix, but this is first fic, Gracias), _SpartanCommander, Em PHantom, and JC _(did look up--nice). _

**A/N: **I sometimes wish I didn't take so long to update, but I just let the story slide. Not good for me. Now, where did I put that white flag?


	27. Other half

**DISCLAIMER:** If I don't its plagiarism and that might be enough to get my story removed and I don't want that.

Back to Amity Park, and a few of the main characters

Mr. Lancer hummed to himself as he entered Casper High and unlocked the school doors. He enjoyed Mondays for the most part, and the show he had been privileged to on Saturday had uplifted his spirits even more. The vice-principle had wondered from the start _why Parker?_ when the replacement had been recommended and sent despite his record, and was pleasantly surprised by Parker's ability to get the kids involved. The time and energy he put into teaching made it enjoyable for most of the youngsters. He even went so far as to look as if he fought for the students and townsfolk; such as when the stray scientist teacher had fought Phantom in a mock battle. _And to think I was worried about it being real and people getting hurt. Parker's moves looked very professional and he anticipated Phantom's actions which clued me into it being for the observers' enjoyment._

Lancer's routine was to turn on the coffee maker after making sure the school grounds were presentable to the public--in other words, the janitorial supplies were put away and everything had been cleaned during the weekend, plus no breaking or entering had occurred out of class time. It might have been boring to some, but the bald teacher enjoyed his part in making sure everything was taken care of. Sure it meant he got up and arrived before the sun had lightened the horizon, but this was the only day of the week when that was necessary.

While still humming a Christmas tune (despite the holiday being months away), he unlocked the teacher's lounge and cafeteria plus his room and the bathrooms. Once that was done, he plugged in the coffee machine and picked up the schedule of teacher's supervising detention and other stuff. When the sun emerged fully from behind the far-away-hills, he sat down where the light could reach him and opened the weekly newspaper. _Lance Thunder8 and the news crew are not my concern right now_, Mr. Lancer thought to himself as a timer turned the TV on and special sensors changed channels to the local news station. However, he didn't turn it off as Peter Parker wandered in with a battered bundle of papers.

The brown eyed substitute looked exhausted and his brown hair was even more messy than Danny Fenton's. The new teacher had seemed to be handling the school responsibilities quite well until now. Parker managed to enunciate "Good Morning, sir" before an inescapable yawn cut off his speech.

"Good morning, Mr. Parker. What brings you out here so early? Classes don't start for a while yet."

He shrugged. "An inability to escape feelings of doom while in the apartment." Parker surveyed the grounds outside where Jazz Fenton and a few other kids with a pre first class were arriving. "Tell me something; what's the longest Casper High, or Amity Park in general, has gone without a ghost attack since Phantom showed up."

A busy eyebrow was raised at the command instead of request, but the 'question' was answered. "Hmmm, Summer's tends to be both the busiest and yet calmest with ghost attacks. Until now, even a week off has been a rarity. Why do you ask?"

"No particular reason, sir. So, three weeks have been unprecedented." Peter sank down when Lancer nodded an affirmative. _Great, wonder what's cooking now. _He was brought out of his thoughts by the bell and jogged to the science section, leaving his burden behind. Mr. Lancer gently shoved the papers under the nearest table and sedately walked to his supervisory room where a councilor was supposed to be waiting.

- - - - - - - - - - - - -8-who's part of the news crew? I don't know if LT is from DP or elsewhere- - - - - - - - - - - -

Danny Fenton sighed as he stared in his bowl of oatmeal. Jazz had left for school earlier than normal, so his mom had to wake him up. It's not like he avoided his parents, but they didn't know about halfa's and he fought for their ignorance out of fear.

Maddie had noticed how her son seemed to be acting weird lately, and taken it upon herself to discreetly check Daniel for ghost bugs or foreign invaders. Nothing was wrong with him physically, but the sensors were still keying him in. Maddie Fenton shook her head to concentrate on the here and now. "What's wrong sweety?"

"Nothing, mom." Danny slowly emptied his bowl, refusing to meet his mother's eyes. When she pushed a glass of orange juice--store bought, not home squeezed--he sighed and turned to face her. "I don't know what's up. I just have this weird feeling something awful will happen soon and I can't do anything to prevent it. Plus the lack of ghosts have made me paranoid." Danny gratefully drained the glass and ran upstairs to grab his completed homework and change into school clothing. He was out the door before Jack bellowed at him for "making too much racket".

Jack Fenton jumped onto the Kitchen floor and rattled the dishes. He opened up the fridge and reached for the ham when Maddie exclaimed "Jack, that's tonight's dinner!" The man in the orange jumpsuit picked up a carton of eggs and waffles instead. "Sorry, Mads, but . . . hey, were are the kids?"

"At school." Seeing her husband was engrossed in feeding his stomach, she sighed and turned on the television, searching for new breakthrough technologies or world news that would distract her husband temporarily. Honestly, his best inventions were thought up while he wasn't thinking about ghosts and they needed something that would at least slow Phantom down if he ever turned against humans.

- - - - - - - - - - - - - - - - - -

Samantha Madson met up with Tucker and Danny as the boys climbed the nearest deciduous tree. "Tuck, Danny, who are you two hiding from?"

"Dash" stated Danny as they watched the blond football jock walk up the steps as if he owned the place. The only reason he was able to get away with this haughty attitude was because Parker was teaching class. Dash Baxter had gotten smarter over the course of several weeks and limited his attacks to pre first sessions only. However, this made school life hell for those who didn't have a prefirst, and a few freshmen had decided it was better to get tardies and detentions than to run into the egotistical sophomore.

Sam groaned audibly as Mars Leyland was shoved down the stairs and the rest of the 'A' group stepped over him. Once the popular crowd was inside, she and her friends wandered over and helped pick up the scattered supplies.

Mars almost snarled as he looked towards his tormentors, but repressed the reaction when he gathered his books from the arms of the 'outcasts'. "Thanks."

"Don't mention it."

"There's going to be a storm tonight. A big one if the clouds are any indication." Sam had taken her eyes off the crowd and looked towards the sky for a sign. She missed the frown on Danny's face.

The previously light blue sky had been overrun by enormous clouds--not the fluffy round-cute clouds, but heavy, grey thunder clouds. The rain carrying objects slowly, but surely made their way towards the mountains and began to cut off the sunlight. Around lunch time, the burden was released and a torment of water came pouring down, drenching the streets and town. The lack of lightning limited the amount of panicking going on.

Before that happened though, Mars took a seat in his first class and waited for the teacher to show up. He conveniently forgot the fact he arrived a good twenty minuets before the final bell rang and ignored the conversations going on around him. He didn't like storms.

Meanwhile, Tucker and Sam joined Danny in the library where the black-haired teen sat surrounded by a pile of books. Sam picked up a book and looked at the title. "A Beginner's Guide to Dream Interpretation? Danny, why are you researching anything beyond normal school assignments. I thought the paranormal and ghost related items was my job. And Tucker's too," she amended when the African member of the trio glared at her.

"I've been jumpier than normal, Sam. It's like my nerves are on overdrive or something because I have to force myself not to turn invisible or become intangible every time something startles me. Even a squeaky step is enough to send me in the air." Danny looked at the spines of the books around him and began pulling several out of the stacks and placing them on a nearby cart.

Tucker shook his head in disgust and turned to go grab a snack when a water balloon exploded on the library doors and Danny shoved backwards from the table, landing on the floor with a loud smack. "See? I can't control it."

Sam helped her friend stand up and placed the dream book on the cart as well. "I'll say. Not even the Box Ghost has made an appearance lately."

"Yeah, and he shows up all the time," interrupted Tucker. "Speaking of which, none of your usual opponents have popped in and the other visitors don't have much of a fight in them. Are you sure your energy levels aren't building up too quickly to contain?"

"Positive, Tuck. I even tried getting Val's attention as Phantom, but Red's left me alone too. I don't get her--although the battle between Parker and I was rather exhilarating and fun."

Abruptly the bell rang and Danny's eyes glowed green, briefly, before he was able to change back to normal baby-blue eyes. "Hopefully I won't loose control during class. Before you ask, no, I can't claim I'm sick as mom already checked for ghost influenced colds and flues."

"Tough luck, Danny. We'll see you at lunch then."

- - - - - - - - - - - - - - - -

School seemed to pass slowly; too slowly. Thankfully no one commented on Danny's unusual jumpiness, believing it to be caused by Dash's promise of an after-school curriculum. The Fenton boy had had those before and his previous reactions were similar to now.

At lunch, Valarie noticed Danny's hypersensitivity, but thought nothing of it. During the weekend she had noticed the appearance of a class seven ghost and discreetly checked out the newcomer. Her huntress suit could easily handle a level four and give a level five a run for it's money, while a class six she could damage or slow the enemy down enough for a strategic retreat if she so desired, but a class seven was beyond her ability to handle alone.

Deciding a background check was necessary to gather info on the latest ghost, she had be astounded to find _Phantom_ had enough energy to register as a class seven. Clearly her vendetta against him needed rehashing. This was the first time he appeared to be anything more powerful than a level five--aside from the Pariah Dark incident, but he'd been souped up by the Fenton Exoskeleton which he had stolen at the time.

Later, while patrolling the town for other ghostly invaders, she had stumbled across the fight between Phantom and some adult in the newest Fenton exoskeleton. Her equipment automatically recorded the event and even broke down the power levels used by both opponents. From all indications, Phantom had been holding something back every single time he retreated from her attack. It just wasn't fair! Hadn't she proven to be a worthy opponent for the ghost?

To say she was astonished when Phantom showed up at her apartment and gestured as if he wanted to fight, would be putting it mildly. Valarie ignored the ghost as she still hadn't figured out what to do about him and the information about his storage capacity and ecto attacks. He had been gentle with her, when she arrived on scene but Miss Grey needed more time to deal with the findings.

Then there had been school which dragged needed mental power from her musings and brought her back to the real world. Parker's class had been odd too. He seemed disoriented and the class had taken advantage of his distraction to make listening and following directions difficult. At least lunch meant time away from people wanting to talk and gave her a chance to rehash plans. Which brought her back to Danny Fenton. The boy was also agitated and jumpy. Did the football team have a prank going on?

The rain chose that moment to arrive and crashed onto the roof where the sound of splattering raindrops echoed unceasingly throughout the school and windows were suddenly streaked with mud caused by the water encountering the thick layer of dust on the windows and walls. Valarie frowned. This was so not her day.

- - - - - - - - - - - -

Spectra stood outside the school absorbing ambient energy released by the sudden downpour. Several humans had been feeling down and out lately, but she hadn't been able to get close enough to drink the emotions to restore her power and appearance. Drat that ghost whelp anyway. Red eyes shifted to the side where Perplexer paced.

"You do know you can become intangible." she commented when she could no longer stand his soaked appearance. She sighed when his grey hood turned towards her and her replacement partner did nothing to prevent himself from being rained on. "That helpless to the elemental look doesn't work on you. Now we've got a schedule to meet."

Perplexer growled. "Yeah, we were supposed to head towards New York at the earliest opportunity instead of following the idiotic humans. What's up with the connection between Fenton and Phantom anyway? Shouldn't we be more concerned with Parker? He's the bigger threat towards us." He proceeded to talk his head off when Spectra cut off his air supply and spread a red layer on him. Seconds later, he was dry and the water now drained from his feet. "You're enjoying this too much."

"Not really, as we need to find the Fright Knight and Walker. Come on. With the kid at school the portal's unguarded." Her black form effortlessly flew from one shadow to the next and she moved almost motionlessly to a normal observer. Perplexer's transition between streets wasn't so smooth.

- - - - - - - - - - - - - - - - -

Back inside the ghost Zone, the Fright Knight gave up on his personal goal of getting Walker back to his territory. It was obvious the guardian wasn't going to enter the human realm for a time and he couldn't blame the other. After Nightmare, the black steed was called down, the warrior left for the Fenton portal at top speed. He was late and Plasmius didn't like hearing excuses when delays or problems occurred. This would be an interesting session between halfa and enforcer. Maybe the Soul Shredder would find prey and he could frighten townsfolk--anything was better than being stuck in a pumpkin as punishment for failing to do the impossible.


	28. Storms approach

**Disclaimer:** Danny Phantom and the rest of this crazy gang (okay, MOST) either belong to Butch Hartman or Marvel comic industries.

Last Time: (chapter 26)

Plasmius grabbed Sheol's flailing arm as the humanoid dropped from the Hulk's loosening grasp and quickly teleported them out of the action.

Now, the Continuation:

The two murderous individuals popped into a damp, dark man-made cavern and Sheol quickly pushed the glowing vampire away in disgust.

While the solid figure brushed off his pants, Plasmius stared at him, wondering who Sheol reminded him of. "Stop your glaring, Ghost!" he spat before turning and searching for a way out.

Plasmius just waved a hand and chuckled. "Good to see you again, Orm Leyland." Dripping canine teeth revealed themselves as the blue lips lifted unnaturally high. "Oh, don't worry, I don't drink blood. I must say though, I never expected to see you here, in this occupation."

Sheol, growled dangerously. "So you know my identity. Good for you. Now can you get me out of here? Kingpin needs an update." He stepped menacingly towards his rescuer.

The halfa just flew out of the way and landed behind. "Tsk. I should have introduced myself. Forgive the lack of manners and deplorable location." A bow brought him down somewhat but didn't remove the goosebumps that prickled Sheol's skin under his clothing. "I'm known as Vladimir Plasmius to my associates, but a particular ghost hunter and his female protegee insist on calling me the Wisconsin Ghost." He snorted. "Figures Jack and Jasmine would insist on remembering where I was first encountered and not the name I have chosen. Very disrespectful."

Sheol didn't bother hiding his irritation. In this sewer pipe, there wasn't enough light to see anything beyond shades of blackness--even with Plasmius providing his own illumination. "Cut to the chase, Vladimir. I'm astounded a paranormal entity of your caliber would lower himself to protecting me from a potentially fatal fall."

Plasmius settled down and walked down a forgotten pathway. "Suit yourself, but I would have more questions if I was in your position."

Sheol replied to the implied challenge. "I do, but see no reason to let anyone know how much in the dark I am." He followed his guide yet kept at least two paces away.

Unknown to either of them, Alan Smith was able to see vague outlines thanks to the ghostly illumination. It wasn't much, but that in addition to the distinct tones yet indecipherable words was enough to grab the prisoner's attention and distracted him from escape. Still, the light (no matter how unnatural) settled him. He almost resorted to pounding on the brick walls as the darkness slowly closed back in, but restrained himself. Before total, artificial blindness, settled in, Alan redoubled his efforts to find a plausible weakness he could exploit. Visually, the inspection revealed nothing touch hadn't.

Elsewhere:

Logan gratefully breathed in the fresh mountainous air as he stepped out of the transport. "Are you sure this is where you wish to be dropped off, sir?" asked a pilot from S.H.I.E.L.D.

"Yes, I'm sure, ensign. I am a wolverine and the animals are quite vicious when hurt or cornered." Logan countered after he gave an acknowledgement to the man driving the machine. He ran down the ramp and headed towards a mansion in the distance that was artfully overgrown by vines and hidden by manicured forests.

While Charles Xavier was still living at the founding school for gifted children, it would be home as long as wanderlust allowed him to claim this place as home. Logan jogged down the path and followed his nose towards the kitchen where the staff relaxed over hot beverages. The mutant took deep breaths and grimaced at the scent of Earl Grey Tea mixed with Hot Chocolate and Starbucks holiday coffee. With a burst of energy, he decreased the distance between himself and shelter from the coming storm.

A few wandering students jumped at the sound of a slamming door, and quickly hurried towards their rooms. Inside the kitchen, Ororo Munroe shook her dark brown head and said, "sound's like the wandering teacher's back." Charles just smiled knowingly, as he sipped his tea.

Jean Grey and Scott Summers moved over so the table the adults were sitting at had room for one more. "Good to see you again, Logan."

"Same here." Logan hung his overcoat on the coat rack and shook Jean's hand before glaring at Scott and nodding towards Ororo Munroe respectfully.

"Hey, Professor" Logan greeted his mentor as Charles grabbed a beer from the refrigerator. Logan looked shocked at the offered drink. "I thought you didn't allow alcoholic beverages or cigars."

"I don't, but this will be a one-time thing." Xavier glanced meaningfully towards the battle worn wanderer. "So, what did you learn during your leave?" He continued holding out the chilled drink towards Logan who quickly snatched it.

"Nothing much, beyond the tensions you picked up." Logan took a chug before continuing. "I really should talk to Spider-Man, though, as it turns out Cap's still alive. Divine intervention, is the cause because nothing else can explain why a time-traveling ghost would appear at the exact moment necessary to prevent a horrible loss."

The adults pounced on the news of Cap's premature funeral. Before the storm could spiral out of control, they were mentally asked by Charles to allow Logan to continue speaking his part. "I take it you've met this particular ghost before?"

"Oh, yeah. He's a protector from others of his kind and is quite powerful." Logan looked around the kitchen for pretzels or salty chips. "I'm not surprised that Cerebro didn't pick him up, because he's not a mutant per-say, but still, the ghostboy has power and abilities not available to most humans."

Slowly the topic was changed from the astonishing finding towards more mundane things necessary for the survival of the boarding school. Around one in the morning, Xavier chased everyone towards bed and headed towards his own quarters, pausing along the way at the junction that would lead to Cerebro. With a regretful sigh, Charles continued on his way and left the machine alone. . . . .

Morning appeared and students stirred before popping into the kitchen and then headed off outside where the land was refreshed by the light rainstorm that opened up during the night. The mansion may have been an unofficial refuge for mutants, but the founder wasn't about to turn away runaways or other children who sought adult help.

Harry Osborn whistled as he snagged an apple and made sandwiches for those going on a picnic later on. The son of Norman Osborn may have been a celebrity, but his social status isn't what got him in the door. As Harry wiped off the counters he ran into a short, burly man smoking a cigar. "Hey, the professor doesn't allow people to smoke inside."

Logan grunted and regretfully put out the burning chemicals. "I know, but I didn't expect to see you here, Osborn." Hackles rose as he snarled the name.

Before Harry could reciprocate, Rogue wandered in and grabbed several sandwiches and handed them out to some pre-teens. "Cut it out you two." She turned towards Logan, "Look, Harry's here because his dad's gone whacked and there was an assassination attempt on his life by the Green Goblin. Now, we all know how you feel about certain people, but give him a second chance." Rogue then admonished Harry. "Stop treating everyone as low-class citizens. We appreciate your help and the meals, but that doesn't give you the right to view us as kids."

"Come on. The brute's not much older than me. What can he do against those the police can't touch?"

Soft, feminine chuckles answered him as Storm wandered in, followed by Jean and Scott. "Careful young man, Logan's older than all of us--even the Professor. Speaking of Charles, where is he?"

Jean's clear blue eyes took on a distant look as she searched for a familiar touch. After a moment, she announced, "He's in Cerebro and wants to talk with Logan some more."

Logan grabbed an energy bar and made his way rapidly downwards. He gently rapped on a metal bar and ducked his head down as he entered a secure room where Charles sat with a fancy helmet on. "Jean said you wished to speak with me?"

"Yes, Logan." Charles took off the metal contraption and turned to face one of his friends. "I wish everyone to hear this." The two exited the spherical room and headed towards a massive entertainment room where the others were gathering. Harry followed at a discrete distance, but kept out of normal sight/vision. As the adults settled, he hung back behind a false wall where he could listen in, undisturbed.

Logan slumped in a lazy-boy chair and waited for Charles to speak. "I've been able to confirm some of what Logan's told me. Bruce Banner was indeed shot and Captain America is alive, but confused. Cap's accepted the news he's been in suspended animation again, but he's just as clueless as to how he was healed as everyone else is." Charles held up a hand before astonished gasps could become spoken questions. "Unfortunately, the killer has still eluded everyone, but the same force that preserved America's hero has also gone on to keeping Bruce alive."

A recorded news clipping was played for every one's benefit--even the unseen listeners. On screen, a woman detailed how a mysterious black mist appeared at the latest sighting of the Hulk and encased the green beast. When the rampaging monster calmed down, the fog slowly solidified in the chest area and spread itself along the wound, preventing further blood loss and was now revealed to be enhancing the healing factor by emitting some kind of weird energy. As she closed up with a stable status report, the television was muted. "Questions," asked Charles.

Again, Logan refrained from speaking while the others gathered their thoughts. After three minuets passed in silence, he spoke up. "The guy who was grabbed by the Hulk is the same one who shot Cap. I'm not sure who the blue vampire is."

Harry decided he couldn't sit in the sidelines anymore and shoved his way inside. The paused image grabbed his attention and he focused on the falling individuals. "I believe the one in the gray-brown skin is known as Sheol. He's supposed to be the top one to hire for difficult targets or protection, but only a few individuals respect him enough to pay the outrageous fees he charges. Sheol's reputed to be worth it as the assignments he does accept come to completion always." Harry focused on the caped individual, ignoring the growing stares he was receiving. "I don't know the other one, but he might be a ghost." He shrugged before realizing what he had interrupted and blushed.

Jean spoke up. "Thank you, this information is helpful." Charles nodded and continued. "Indeed, now we have a name to go with the face. Would you enjoy contributing some more to the discussion or do you wish to ponder the developments outside?" His brown eyes sparkled with internal amusement.

Harry shook his head and flopped onto the sofa. "Actually, this is a bit over my head, but I do have contacts in the underworld that might be able to help identify the killer underneath the mask." He pondered the face of the glowing vampire while the others reluctantly began speaking of things of similar nature. It was a tense conversation before Harry offered another tidbit. "Ghosts haven't been prevalent in the news because they are secretive if they even exist. However, I've heard mentions about strange entities emerging from somewhere in the western states and how they are prevented from terrorizing humans by one of their own." He frowned as more knowledge was dredged up. "I think they first appeared a year or two ago and my dad helped fund some idiots under a code name of _Guys in White_."

Meanwhile (after update 27); while this is developing in the outskirts of New York (state not town), other things are happening in Amity Park.

Danny Fenton sighed in relief when the thunder cracked and his nerves returned to normal. He slowly relaxed and enjoyed the consistent, soothing sound of rain landing on the roof and windows. Danny didn't notice his friends take up the nervousness he had exhibited earlier.

"Um, Danny, I don't think this is normal weather."

"Why do you say that, Sam?"

"Because normal storms don't contain green ghosts and the lightning seems to be following his directions." Danny opened his eyes and followed the line produced by Sam's fingers. His jaw dropped.

Outside, the wind picked up and started rocking cars and trees. In the center, stood a ghost who had a whirling tornado for legs and a lightning bolt emblem on his chest. His mouth opened and he grew as the storm continued. The few people in his path, ran for shelter and dropped everything to get away.

Making an instantaneous decision, Fenton slid under the bench and transformed into Phantom. As the ghost boy flew through the wall, panic set in among the teens who remained behind. Wordlessly, the two ghosts fought and dodged. Lightning flashed and struck while green ecto blasts accompanied them as the fighters traded energy blows.

Valarie Grey pulled out a ghost sensor and aimed at the newcomer. _Now, why wasn't I warned about this individual,_ she huffed before glancing at the readings. _Oh, that's why. This thing wasn't designed to deal with anything more powerful than a level seven._ She turned and made her way towards Tucker and Sam. "Hey, Phantom needs our help! That other one is stronger and winning."

The astonished human members of the trio traded glances before shouldering their way towards the lockers. While Tucker opened up his, Sam grabbed Dash's arm and threatened to trash him if he didn't get the student body organized to take down the storm ruler. While Valarie grabbed the various tech tools shoved her way, she watched in astonishment as the outcasts took control of the situation. No one noticed one Professor Parker appear and his sudden absence was ignored too.

Outside, Phantom diligently fought Vortex, but he was beginning to realize it would take more power than what he could provide to subdue this guy. Out of the corner of his eye, he saw Parker take off towards the Fenton place at speeds no mear human could sustain, but lost sight as a lightning bolt flashed towards him. He managed to stop his sudden plummet towards the ground when the Red Huntress arrived on scene.

Phantom took a quick breather to see which side she was on and belatedly noticed a grey-fish tank ghost and black shadow slink off towards the ghost portal. He would have followed Spectra and the other one but encountered the fist of Vortex and slammed into a mud-hole. Phantom shook as he pushed himself up and didn't notice the water turn to ice as other students took shots at the ghost. Tucker used the Fenton Lipstick as Kwan wrapped the Fenton fishing line around the arms and Dash used the Jack-of-nine Tails to strike sparks on the still-growing green ghost's armour. Paulina held a blaster and even Lancer aimed a Fenton Foamer. Jazz and Sam tried using the Fenton Thermous to catch the ghost while Nathan and Lester struggled with a Bazooka.

Phantom shook his head in disbelief as the Fenton ghost hunters extroidenair drove up and scattered the ineffective first line. The Ghost Assault RV opened up and a suited Jack started hitting Vortex with the Ghost Gloves and Maddie maneuvered the vehicle between lighting blasts and the students, keeping the humans from being hit. On top of the weaving RV, Parker crouched and waited for an opening. When he saw his chance, he jumped off the water slicked roof and jabbed something sharp in the storm ruler's side before dropping down and pulling stunned kids towards the school.

Phantom helped evacuate the immediate area when Parker landed on his feet and the ghost had internal trouble of some sort. The green skin stretched, shrunk, swirled and spun uncontrollably before he seemed to explode.

Almost immediately, the skies cleared and the sun broke through, embracing the students who were willing to face the inhospitable cold and frost. "That was fun." commented Parker as he and the other teachers slowly urged the dry students to help pick up the fenton inventions and offer blankets to the shivering fighters.

"Yeah, what did you hit Vortex with?" asked a still clueless Phantom as he settled down and viewed the scene.

The Red Huntress dropped down beside the two and shook her wristwatch. "I also want to know what can drain a ghost so quickly." she pouted and gestured towards the device. "One second, this ghost is off the charts and the next, it's as if he was being electrocuted with a massive power fluctuation and then he drops down to a level one at best."

Parker shrugged. "It's something that was dropped off by the Box Ghost a few days ago. The name Plasmius Maximus means nothing to me, but that's the wording inscribed on the device." He swung his arms around both Phantom and the Red Huntress. "Now it's time for both of you to return back to your alternate identities and get off to class before your friends become too concerned. Shoo."

- - - - - -

Inside, Mars dusted himself off as the storm ended. He followed the others outside and encountered both Fenton parents. He braced himself and stepped in their paths, slowing the adults down.

"Step aside, young man. We just want to make sure our boy's alright," boomed Jack.

Maddie glared at him, and if she was a ghost, would have emitted eye rays designed to heat up objects. "What about Jasmine," she asked in a hurt tone of voice.

"Oh, yeah, her too, but she's right there helping Sam up." Jack tried using the diversion to shove his way inside when he ran into Parker. "Oh, hey, the new science teacher. I need to see my son to make sure he's alright. Now, if you don't mind." Jack became frustrated when the long-term substitute held his ground.

Unseen by most, Phantom quickly made his way behind a nearby tree and returned back to Fenton. He almost made it back inside without being spotted, but wasn't able to get by Dash Baxter unseen. This time though, the football jock let the outsider pass without a threat, but he still glared daggers at everyone he saw.

Of course, the approaching appearance of Jack Fenton might have had something to do with Dash's restrained attitude, but pain was still coming--this time in the form of a bone-crushing hug courtesy of his father and a second squeeze by his mother rubbed the edges together. "A little room, please?" Danny pleaded with the last of his air.

"I'd never though I'd see you again, what with the storm ghost attacking the school and causing havoc among the students. Why you and little Jazz could have been hurt." Jack rambled on about how glad he was to see his children safe and sound, even if they were wet and the water soaked through causing all four to shiver from windchill. "What, oh, here." Belatedly, he brought out a towel and wrapped the family up before pressing a button. "Within moments, we'll be dry, thanks to this nifty invention that absorbs all surface water and collects it in specially lined cells where it can be recycled."

- - - -

Valarie made it inside unnoticed, but couldn't find an empty room to change back into her student image. _What did Parker mean by both of us? Is he implying that Phantom is partly human? The nerve of the guy! Everyone knows ghosts are evil and can't be trusted. Plus it is impossible for humans to be part ghost and viceversa._ An abandoned janitor's closet was used and Valarie ducked in her sixth period class. A few other students were waiting, but they were soaked to the skin and hung around the heater. Valarie ignored them but she did realize she was wet too, but decided she could survive without attention.


	29. Questions and theories

I would like to apologize for the delay in updating—don't know what's gotten into me.

**Disclaimer:** Danny Phantom isn't mine. I hope that has become obvious long before this, but if not, what medication are you on? Same thing goes for Marvel's characters.

Chapter XXIX—Some Questions answered, More Questions raised—By Quacked Lurker

Night had fallen and Jazz laid on her bed unable to sleep. The Fenton house wasn't silent as Jack's snores vibrated through the floorboards and there was a slight blue illumination coming from the hallway.

Giving in to her curiosity, Jazz slipped out of bed and slowly stepped outside and paused to let here eyes follow the light back to its source. Odd, it pierced the closed door separating Danny's nighttime activities from his ghost obsessive parents.

Inside, her brother was sound asleep—something Jazz envied. However, he was also in his ghost form, glowing faintly. She frowned. Apparently it was taking conscious control to keep him as Danny Fenton. Oh, well. Questions about this could be asked later, when he was awake.

Jazz stepped back carefully and retreated to her solitary room after picking up a pair of earplugs from a junk drawer. After another fifteen minuets spent unsuccessfully in trying to get to sleep, she gave up and pulled out a notebook after turning on the headlamp for illumination—relying on the blue ghost light wouldn't do at all.

Meticulously, Jazz looked over all the odd facts she had noted about Professor Parker and turned past the page of questions she wanted to ask him, but dared not, at the time. Now, she added the fight with Vortex and the teacher's part in defeating the weather ghost.

She hadn't seen his flight from school to the Fenton house firsthand, but she did put down Danny's observation and conclusion of the speed shown in getting professional help. The twenty-foot jump was witnessed firsthand and Parker's acting abilities were virtually nonexistent, despite the convincing tone and story he told. Not for even a second was she going to believe the super powered jump was enhanced by the strong winds blowing everyone around.

Plus, his disappearances and his need to stop bullying in its tracks gave more details. So far, Jazz had figured out Parker wasn't a ghost—one had managed to fool Danny's ghost sense, but anyways—which meant Parker was human, for the most part, but more and more facts pointed to him being changed somehow. While Mutants weren't unknown by the folks in Amity Park, news of these "freaks" tended to remain in large cities.

Pausing in the endless search for answers, Jazz turned to her computer and went to the Internet. After learning of her professor's job at the Daily Bugle, she had taken it upon herself to check up on the news it reported and check the stories against other New York newspapers. Oddly, whenever this Jonah J. Jameson took control of an article, it seemed to twist the actual events while keeping the facts accurate. That took both talent and determination.

Hmm. It seemed the latest rant was on the absence of Spider-Man and the subsequent takeover of his territory by other costumed "villains and menaces to society". Pursuing a related tangent, Jazz realized Peter Parker's pictures of Spider-Man often made the headlines and, overall, his remained the best in several respects.

Frowning, Jazz continued on this search for Spider-man and noticed numerous other things—mainly the last time he was seen publicly was shortly before Parker showed up in Amity Park.

_This is crazy_. Jazz thought after several possible conclusions and testing them for weaknesses. _Yet possible. After all, my brother is also a ghost so why can't our science teacher be a superhero?_

With that thought occupying her mind, she fell into a deep sleep, dreaming of possible ways to confront the teacher and confirm her suspicions. Included were nightmares of realizing she was wrong.

---------------------Tuesday Morning----------------

Mr. Lancer had decided to forgo his habit of waiting in either the Teacher's Lounge, or his classroom and was enjoying the shock it was giving the students. He was slouching by the main entrance, greeting every student by name, regardless if they had him as a teacher and what year they were in. This was possible in part to the computer files and pictures taken of everyone and a experimental identification program.

Inwardly, the English teacher was smirking at the panic and mayhem caused by this unexpected development. "Good morning, Mr. Leyland. Mr. Baxter."

Dash snarled as he walked by, but kept the vocal comments to himself. Mars just shook his head. "Checking up on me? I'm exuberant at the concern all the adults have shown me since my parents skipped town." Lancer frowned. If there was anything more difficult to understand than the ever-changing teenage slang, it was sarcasm. "Later."

When Dash and Mars passed the watchful eyes of the teachers, Baxter snorted. "Your parents skipped town?! I knew your life stunk, but I never imagined it to be this bad."

Mars grunted. "It could be worse—although having Lancer march me to your house to ensure I knew where you and your family lives wasn't one of my more pleasant memories."

"True." Dash admitted. "But from my point of view it was rather funny having the dullest teacher drag a student out of detention." The blond jock thought for a moment. "How come you weren't sent with Fenturd or Kwan? "

The exaggerated shrug said, "Don't ask me"

-----------New York City----

"TIME OUT"

All motion in the busy hospital stops. Everything paused in mid motion, leaving words unfinished and electrical monitors begging for the impulse that allows them to continue. Bodily functions are also frozen in this timeless realm.

A blue ghost in a purple hooded robe flew over to the bed where Bruce Banner lay and spoke to the swirling black mass in the center of his chest. "Well, this was unexpected."

The swirling, black mass seemed to liquefy and spilt outside the gaping wound—which can't bleed if time is no longer moving—and piled up to form an older version of a familiar ghost. "Hello Clockwork." The solidified form looked exhausted and sweet poured down his face before blending back into the black jumpsuit. The limbs were a bit formless as the ghost shifted energy from shaping himself into holding himself together.

Clockwork shifted from middle age to extremely old. "Daniel?" His gravely voice expressed shock. "What happened? I don't see this future a head of your younger counterpart."

Green eyes twinkled for a second and a half-hearted grin pierced the impassive face before Phantom grimaced and struggled to hold himself together as a humanoid figure instead of a bucket of goop. "That's because my past is no longer an option for Danny."

Several questions popped up, but Clockwork hadn't survived as long as he had by being impulsive. Instead he gently pointed out, "In your purely ghostly state, emotions would benefit you greatly; why do you persist in denying your body energy?"

Daniel shook his head. "I would love to, but the drain would kill Mr. Banner." He chuckled. "Odd thing about me is that I am harmless to humans when distant, but touching could draw out all emotions." He turned his back on the patient and old friend before stating ominously. "I will not lower myself to Spectra's level."

"Even if it costs you, your life?"

"Even if it causes my permanent death. This half existence isn't worth it."

Red orb-like eyes closed, revealing a jagged scar cutting the right eye. "Apparently I don't know everything." Clockwork looked up and glanced around the room. His attention was caught by the still form of Bruce and he examined both the wound and elder Phantom's energy levels as the other ghost struggled to stay intact. "You don't have enough energy to deny yourself long enough to heal this young man," he critically stated when Phantom faced the two again.

Daniel nodded. "I know, but what else can I do? He'll die without my intervention."

"And he'll die one you face away" thundered the time ghost. "Look, just talk to him. I might have something that will distract him from the spiral of depression and anger he's on." Clockwork sighed before laying his staff across Bruce's body—above the wound—and whispered time in towards the head and shoulders.

Bruce came to motion instantly and tried to throw off the figure standing at his head. When he found nothing was mobile, he panicked and began hyperventilation. "Hey, Banner, calm down." Cool, white-gloved hands touched his shoulder and forehead. "Us ghosts are trying to help you."

His inefficient struggles subsided as his scientific brain shouted, "Ghosts can't be real!" He turned his head to the side, mildly surprised he could as everything below his wound was immobile, and he could feel nothing below the solid pressure across his chest. Bruce gazed upon the speaker and noticed green piercing eyes and a gold medallion hanging from the neck. "You" he gasped. "You're what's baffling the doctors! How come you are solid instead of a gaseous liquid preventing my blood from spewing out?"

The stranger smiled. "Right now we are between seconds and my friend"—he gestured towards the currently motionless blue figure at his other side—"decided you needed to listen to what we are saying."

Silence.

Then the purple shrugged ghost spoke. "Your anger, self-hatred, is killing him. He can't heal you if you bombard him with draining, negative emotions."

Bruce snorted. "Well, sorry" he drawled out, "But it's not like I can avoid my self pity routine, not when I'm reminded everyday, all day, locked up from a normal life because of what I could turn into." He glanced over to the black clad one and noticed with some alarm his form destabilizing. "What?"

Spiky white hair flopped around and the gloves dissolved back into the black suit. "You didn't need to see that" he muttered.

Bruce, even though he'd never admit it, was shaken to the core. "I'd like to help, but nothings been approved for my entertainment and no one visits. What would you have me do? Deny my existence?" He was startled by his abrupt change, but now that he had spoken his new opinions, wouldn't take them back.

The previously motionless ghost drew something out of his pocket and presented it to the bed-ridden patient. "You might want to read this." His voice was reassuring and Bruce reached for the ancient, leather bound book. His hand closed in and he grasped it firmly before bringing it closer. " 'The Book'?" Bruce read the title. "Seriously, who names their work, 'The Book'?"

Banner's healer shrugged his shoulders. "Actually, that book has been a classic since before the printing press was developed. For centuries, it was the only thing available to read. In addition, the information inside that particular book was deemed too important to be just orally spoken and remembered. The people needed a physical record—that is unchanging--as human memory is fallible."

Bruce though about it before opening _The Book_ and glanced at the first line before snorting and reading the words aloud, " 'In the Beginning'. . Oh that is so clique," but he fell silent and continued reading, lost in his thoughts.

For an unknown length of time, all that was heard was the turning of parchment papers. Midway through the first big section, Bruce spoke up, startling his visitors. "Something's been bothering me. I wouldn't mind knowing more about ghosts, especially you two in particular, but I have one question to ask: what's up with the gold medallion hanging from your neck and his staff?"

Phantom stood up and walked around. He noticed with some relief that it was easier to do so now than it had been before. "My friend claims to be the master of time and watcher of all time streams, but my presence here threw him for a loop."

Clockwork nodded before speaking. "The medallions are my creation. They are limited to ghost use and allow me to pull creatures from the future or the past without disrupting the timeline. Once the medallion is removed, they pop back where they were before with only a memory, or dream of time that has passed."

Black ghost took over. "I have a different theory though. Since I am from the future, theoretically, everything that happens now happened in my past and is unchangeable. However, my memories do not fit in this world. It is also possible I am from a different dimension, but ghosts can't access other realms—it takes too much out of us."

Bruce nodded thoughtfully. "So you're from an alternate future that won't happen to us. Got it."

"That's not it though" he sighed, and hung his head in an effort to explain in an understandable way. "Every choice has an effect on the future. The universe does not expand into countless possibilities for every action we take or don't take. Rather, the universe and infinity's possibilities slowly combine to reduce what will happen later on. There are consequences and the only thing set in stone is what has happened before."

This revelation was digested for a moment or three before Banner spoke up. "That might explain both free will and Fate or Destiny without the two being mutually exclusive. After all, if the futures slowly dwindle down from countless to a handful, obviously what will happen is inescapable and yet prophesied as there is no time limit on any one even happening. That makes sense and will be revolutionary, if the scientific community will accept it."

Clockwork snorted. "Little chance of that. You humans tend to believe in evolution and throw out all evidence towards a creator who has power over all things and is omnipotent. There is one God and only one. The big-bang theory has so many holes in it, it might as well be thrown out."

Banner was indignant. "Now wait just a blasted moment."

"No, you think about it." With that, the ghost spoke Time out and lifted his staff up.

When Clockwork's staff rose from Banner's chest, Bruce froze like everything else. "Time for me to go."

Daniel Phantom sighed. "Are you sure? I was really enjoying the slight repress I had and the energy boost."

"Boost, what boost?"

"There was a living human giving off emotions in that timeless state, and like you predicted, it was easier to accept the supernatural energies when he was distracted." Phantom pointed out. He sighed theatrically and dissolved his form before flowing back into the undisturbed wound and supporting the heart, lungs, liver, and blood vessels.

As soon as the time traveler was in place, Clockwork spun out and shouted, "TIME IN". He disappeared before people began walking again, and words continued flowing; even the electronic machines noted no discrepancies in time as they too received commands and followed their programming or function.

* * *

**A/N** Cookies to JC and SpartanCommander for their reviews. I plan on updating again soo, but that is no guarentee--although reviews would greatly encurage me. THANK Y0U 


	30. Alliances? Confrontations

**Chapter thirty:** Alliances and Confrontations

**Author's Notes + **_**Disclaimer:**__ Neither realm of Danny Phantom and Spider-man are mine to own._ Thanks to all those who put A Phantom Spider on alert, favorite or reviewed the story.

**Disclaimer: **Officially, Quacked Lurker owns nothing. Unofficially, . . . Well, Quacked Lurker is just a pen name and nothing more than an electronic signature, so still nada to me.

Continuation of Chapter 29—or XXX "update"

_Confrontations_

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Standing in the shadows, motionless, Sheol was invisible. He was silently guarding the door to Kingpin's chambers and was waiting for the called men to leave. Perhaps then he would find out what Kingpin wanted to do when it came to this Vladimir Plasmius. Sheol had a frown on his face since his dismissal after relaying the barbs traded with the blue vampire.

Laughter reached the ears of the black armored figure. No one of the departing crowd noticed the human statute, while Sheol took note of every move and word spoken. If he detected an assassination attempt on Kingpin, they would die instantly—or if the New York's crime boss decided he wanted more competent enforcers. Considering whom they were in contact with, no one in the crowd had a long life expectancy even if they weren't killed in a drug burst.

Sheol stepped backwards into the den and gave Kingpin his attention. "You wanted to see me, sir?" He asked as his head tilted slightly to the side and he regarded his boss.

Kingpin took a drag of his Cuban cigar. "Yes, I do." The huge figure took another deep breath and exhaled the tobacco smoke in the face of the other man. "I want to talk with this Plasmius personally. You will take me to him, immediately."

"Very good, sir." Sheol saluted before spinning on his heels and marching towards a condemned sewer entrance. Neither individual took notice of the stench rising from the floor and walls around them, nor the unnatural squishiness of the ground itself as they made their way to where the blue vampire had departed from the gifted assassin.

At last, Sheol stopped next to a recent cave-in and waited for the ghost to make himself known. Kingpin huffed in silence, but took his cue from the bodyguard, and continued smoking his cigar. When Plasmius choose to make himself visible, he was disappointed by the lack of reaction by his guests. "Nice place you have here." Kingpin's tone was both sarcastic and hostile.

Vladimir's cape flapped in a nonexistent breeze. "It works for me. I find staying off your radar worth more than comfortable accommodations. Besides, some of my fellow ghosts prefer dark, dingy places, and I know we all enjoy terrorizing humans occasionally."

"Yeah, about that. I want you to order your associates to stop playing havoc with my city." Kingpin pressed his lips together as if in thought. "Unless you'd like to align yourself with me?"

Plasmius bit his tongue in an effort to mask the disgusting face he had at that thought. "I'd rather not. FIGHTKNIGHT!"

At the vampire's command, a solid shadow detached itself from the wall and approached the intruders. "What is they bidding, my master?"

"Order the other ghosts to stand down while Kingpin and I have a . . . discussion over territory."

"As you wish." The black helmeted figure knelt in acknowledgment of the order and passed through the rubble to follow the instructions.

XXIX - - - - - - - - - - - - - - - - - - - - - - - - - - - - - XXIX

Bruce Banner had put aside the leather-bound gift he had received from the ghosts and turned on the television in search of entertainment or news. As he browsed through the channels, his attention was caught by the image of flying boxes. "What the?"

Bruce kicked the volume up and listened in disbelief as the reporter said something about warehouse boxes running amok, traffic unpredictable, and cafeteria food turning into meat monsters. That report didn't include the crazed music frenzy and mobs screaming from Ember McLain and zoos loosing their rarest animals for finding prized pelts missing—that was summarized in the next segment by a more experienced newscaster briefly mentioning the odd happenings over the last several days.

The remote dropped from Bruce's hand. "Has the world gotten crazy and I didn't notice, or has the world been invaded by aliens again?"

"Reed Richard's is trying to figure that one out." Captain America calmly walked in after answering the question. He laughed slightly at Banner's reaction. "Yes, I'm alive, and I believe the same force that enabled me to survive the bullet wound is also healing yours." He shrugged and turned of the television and waved to someone outside the room. "So how have you been?"

Banner was flabbergasted for a moment. "You manage to cheat death again and want a normal conversation with the one man who can become the Hulk? Why?"

Captain America pulled up a chair and sat in it as more people slowly entered the hospital room. "Because it's nice just talking with friends and we need to know your emotional stability at this time."

"Who are we?" Bruce rolled his eyes in disbelief and then turned to look at the others who followed America's hero inside. "Never mind. Good afternoon; Charles Xavier, General Fury, Mr. Fantastic. What can I do for you guys?" He maintained eye contact with the wheelchair-bound man, the African American, or the changed humans as they talked about stuff—supernatural happenings, Dr. Strange's information, and other things that might or might not be related to the ghosts, which included the news report Banner had stumbled across.

It turned out Nick Fury had wanted to hold this meeting of the minds aboard S.H.I.E.L.D.'s "flying bathtub", but the doctors refused to let Banner out of their reach, so they went to visit him and talked while the remaining Avengers were above the Hudson river and listening in or conversing with both Fury and Captain America.

Banner was thankful for the change of pace and he enjoyed the discussion. It allowed him to subconsciously ponder the information he had read in the artifact and distracted him from the cage that he would be again placed in if it was deemed Hulk was a threat to the city . . . . again.

XXX - - - - - - - - - - - - - - - - - - - - - - - - - - - - - XXX

In the skies of New York, the Box Ghost screamed his defiance and sent another wave of boxes towards his tormentor. He dropped the ammunition when it was sliced and retreated towards a packaging store. "You cannot make me leave these abandoned boxes alone."

The Fright Knight dodged another salvo of materials—this time a roll of bubble wrap. "I am not ordering you to leave the cardboard alone. I am saying, under Plasmius' orders, you are to stop moving them and let the humans recover their belongings." He moved in closer and held the Soul Shredder inches from the Box Ghost's face. "Or I can send you to your worst nightmare if you don't comply immediately."

The Box Ghost quailed and paled as he dropped his control and flew off towards the west at top speed. "Never fear, for I, the Box Ghost, will find the perfect box."

Left behind, the floating black knight could only shake his head in disbelief. "Well, he was easier than Technus and Skulker, but I still have to round up the others."

Along his flight towards the meat monsters, he came across a mob of depressed teenagers, who looked like their life had been sucked out of them. "Alright Spectra, Perplexer, you need to quit whatever you are doing and receive further orders from Masters himself."

A woman dressed in red, poked her head through the brick walls. "Come on! I just got my image back and have to stock up on emotions if I want to keep this look. Although, obeying Plasmius is what I live for as he did give me this opportunity to look beautiful again." She retreated under the slight touch of Fright Knight's sword against her skin. There was no way Spectra was willing to be pricked by the weapon.

Perplexer was dragged along behind, protesting, as she dived down into the ground.

Before the Fright Knight could chase the Lunch Lady down, he was ambushed by a black, blob of tissue, that rearranged itself in human form. It spoke: "What does this being have against us when we do our best to slay the unworthy?"

The warrior just shrugged off the attack but flew higher in an effort to avoid this misshapen beast. When the thing jumped up the walks and swung from skyscraper to skyscraper, in an effort to keep up, Fright Knight circled back and was kicked in the chest and face.

The shapeless monster latched onto the black ghost as he struggled to regain control. For a time, both occupied the same space before the Fright Knight used his intangibility and watched the intruder go splat on the pavement far below.

However, the black figure didn't splatter when it hit the asphalt, rather it flattened like a pancake before flowing into the nearest manhole, unscathed by the drop.

Now unburdened, the Fright Knight could continue his search for all the ghosts who had followed Vlad Plasmius to NYC and been turned loose in an attempt to irritate Kingpin. Now they had to show a unified front, but first, they had to be restrained before Danny Phantom showed up and ruined the delicate plans in place.

XXIX - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - XXIX

Danny Fenton arrived downstairs, and, after seeing his sister sitting calmly at the kitchen table, glanced at the clock. He gasped in shock before shouting out the question: "Jazz! Shouldn't you be in school?"

"Very funny little brother." She took a sip of her coffee. "Do you know what day this is? Be specific, as I already know it's Wednesday—Does 9-11 ring any bells?"

Danny slapped his forehead. "Parker's a New Yorker, and you have his class first period, so to remember the fallen, so obviously, he said prefirst didn't have to arrive until eight—otherwise you'd be gone. I feel foolish now."

"Don't worry about it. However, I do have a few questions I needed to ask you. The first one is a personal matter." Jazz smiled mischievously. "Sorry, I didn't mean it that way. Did you know you glow while asleep?"

Danny spit out his oatmeal. "What? Impossible Jazz, humans can't glow unless they are covered in bioluminescent growth."

"True, but I didn't mean Fenton, I meant Phantom."

"Well, of course Phantom glows he's a ghost. Now—wait. Are you saying I go ghost in my sleep?" Danny's head landed on the wooden table with a loud thunk. "Can my life get any weirder?" He mumbled under his breath.

Jazz allowed herself to be impressed. "Whoa, you aren't slow today at all. This makes me wonder if sleep or Mr. Lancer's class is worse for cognitive development and thinking."

If glares could kill, the eldest Fenton child would be in the hospital. "Why are you asking me? You're the psychiatrist-in-training."

"True." Jazz drained the last of her coffee. "Finished with your breakfast yet? We need to pick up Tucker and Sam for the other questions."

Danny's glare softened, but he didn't let up completely. "Are we walking, or driving?"

The redhead frowned. "Why not go flying?"

"Because I only have two arms and carrying someone on my back might through off my balance."

"Okay, I'll grant you that, but are you able to duplicate yet? Heaven knows your alternate future self was able to do so quite easily."

Danny snorted in disgust as he dropped his dishes in the sink. "Yeah, an ability he probably stole from Plasmius. Give me a break, please."

"Fine, but walking it is as this discussion will take some time and I don't need to be distracted in the early-morning traffic."

"What traffic?" asked the raven-haired kid as he followed his sister out the front door. On a normal school morning, there would have been several cars whizzing by every couple of minuets. This day, it was as silent as midnight tended to be.

"Well, better safe than sorry. Now, we need to see if you can duplicate properly." She hastily amended her demand when another glare was aimed her way. "After we are safe from prying eyes, alright?"

The walk to Tucker Foley's house was a blessedly silent one, and until the three walkers reached Sam Manson's house, the only noise came either from Tucker as he yawned and stretched, or their footsteps as leaves crunched underfoot and brittle trash disintegrated.

Sam hopped on one foot as she struggled to put her black combat boots on while keeping up with the others. "So, Jazz, what is so important for you to share with us that you dare ditch class to talk with us instead of waiting until the end of school, or call us later and leave a message?" The goth was rather incensed at the fact they had to walk to school instead of flying via Phantom airlines.

Jazz sighed. "Professor Parker is Spider-Man" she stated; then waited for the sophomores to find their voice again. "It's true. Or at least, I believe so, not having asked him point blank, but it fits as he isn't overshadowed or a ghost-human hybrid."

Tucker growled as Danny nodded reluctantly. Sam refused to admit the possibility. "Sam, Jazz is correct. He's not above revealing some things to Phantom that he tries so hard to hide from humans. It explains how he was able to hold onto the wall after his balcony broke and the fight on Saturday between Phantom and him-while-in-the-Fenton-exoskeleton-suit. Do you guys remember what Danny relayed after The Fright Night attacked us and pulled them both in a nightmare version of New York, about how Parker said the fall of the Twin towers and the unnecessary deaths were one of his many failures? It all fits." Tucker was quick to point out the consistencies to Jazz's theory.

Before the argument could escalate into a verbal war, Jazz glanced at her wristwatch and exclaimed, "Oh! School's starting soon and if we don't hurry up, we'll be late."

Fenton turned back and headed towards a nearby-alleyway. "You three go on ahead, I'll catch up." He was quick to assure them when the remaining three moved as if to follow him. Once Fenton was out of sight of prying eyes, he allowed Phantom to escape from beneath the human facade. Phantom grinned wildly before closing his glowing eyes and concentrating. Feeling no different, he opened his eyes and found himself staring into unnatural green eyes. "Yes!" "I did it!" the two whooped.

After congratulating himself, the Phantoms flew down the street and picked up Tucker, Jazz, and Sam. Both the original and the duplicate grabbed one of Jazz's arms and held her above the ground, supporting the flight of all four. "Having fun?" asked the one holding Sam while the other, keeping Tucker safe from his clumsiness and fear, concentrated on flying them under the radar.

Once inside the school, the girls and Tucker were released while the clone and original merged back together again. "Well, that was fun, but tiring. Hopefully I'll have enough energy to stay awake in class."

"Cheer up, Danny" Tucker responded while looking around, making sure no one saw the four of them pop into visibility. "I'm sure Lancer won't mind if you snooze in his class—besides Shakespeare is enough to make most people sleepy and who cares what goes on in detention as long as you show up?"

"Very supportive, Tuck." Sam quipped as she brushed imaginary lint off her black-and-purple, conservative outfit. "Now if you don't mind, we do need to get to class." She pulled her best friends with her to their lockers and shoved the boys in the appropriate directions before the tardy bell rang.

.**- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - STI BELOW **. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Professor Parker walked in shortly after tardy bell rang and took roll for his Health and Wellness class. "Good morning, students. Today's lecture will include information about a few Sexually Transmitted Diseases/Infection, as well as ways to avoid infection." Parker steadied himself mentally before continuing.

"Abstinence doesn't just reduce the possibility of playing host to a STD, but it also completely eliminates the chance of having one or passing it on to your future spouse.

"AIDS—the end result of HIV. Originally, thought to have been passed from monkeys to humans, but I must ask you this: If an STD is passed through bodily fluids, how did it cross species between the primates and humans?

"There is no cure for AIDS or even HIV—just a shortened, painful life because this infection will slowly destroy your immune system, rendering the human body open to minor ills that will eventually kill you instead of being an inconvenience.

"Gonorrhea, Syphillis, and Chlamydia: can all be silent "killers" or misdiagnosed as something less life threatening. They can cause infertility and be very painful when suffering from an outbreak. Again, all are passed directly from bodily fluids and live in the reproductive track quite contentedly—for bacteria anyway.

"Your body does not recognize the bacteria and viruses that cause these and other STIs. Once infected, life can be painful at best, shorter at worst. I've heard a rumor that these super killers are demon creations and I will agree that they are nightmares due to how quickly they become resistant to treatments. However, they are not nightmares of nature as they were not originally found in nature.

"In today's day and age,promiscuity isn't as socially unacceptable as it was for my parents generation. That is one of many reasons why there has been a sudden influx of reported cases of all STDs. To limit the number of victims, abstinence should be practiced, as condoms and other 'methods of protection' have been known to fail."

"Now, moving on to the next topic"

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . **STD ABOVE - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -**

"Okay, class, please hand in your analysis of Shakespeare's _Macbeth_ and open up the textbook you received on the first day of school." Lancer began the class in a monotonic voice that never wavered in intensity or volume as he continued speaking about Edgar Allen Poe's _The Raven_ and other poems.

About halfway through the class, Mr. Lancer gave up trying to have the students read the section aloud and demanded silence for the rest of the period. Less than five minuets later, the quietness was broken by a resounding snore. In shock, the teacher looked up and counted the heads. One student wasn't paying attention.

"Mr. Fenton!" The half shouted accusation was enough to wake the sleepy black-headed teenager. "Did you stay up all nigh to play Doomed again? Don't answer that—and detention after school." Lancer turned around before speaking again. "Unless you can stay awake for the rest of the class and turn in the homework before school lets out."

Mr. Lancer sighed theoretically when the lunch bell rang. The English teacher followed the students out after placing the homework papers in a secure briefcase. "Ah, Mr. Parker, I didn't see you or any students from your seven-twenty class walking through the school doors this morning. May I ask why?"

The short brown-haired science replacement teacher looked up from the microwave where his lunch was being reheated. "You just did. I didn't want to deal with the hassle of getting up early today, so I told the class yesterday not to arrive."

"School policy is all teachers arrive for all classes and take attendance at the beginning of class—no exceptions. If you planned on being absent, the correct procedure would have been to call for a substitute before hand."

Parker pulled the boxed meal from the microwave before responding. "What substitute? I am the permanent substitute for all the Science classes. Besides, I needed a moment of silence in memory of September eleven. Other teachers are allowed to take one class off occasionally—"

"Other teachers don't have your habit of skipping school, and they are all tenured. You are not. Keep that in mind, because a second violation will result in possible probation despite the advances you have brought in both attendance and participation."

Feeling himself loose control over his voice, Lancer took several deep breaths before asking, "What did you say in your science classes that has so many students ill?"

Peter shrugged. "A lecture that I though was overdue, and wouldn't have received so much attention in NY middle schools." The microwave binged and he pulled his heated meal out. "So, how is Mr. Leyland adjusting to the change in location."

Lancer tried to glare and cause the younger teacher some discomfort, but ended up snorting. "He's doing fine. Although I think you might have to review all school policies because Students are not allowed to go spend time with teachers after dark, even if it was only once and the situation was extreme. Child services would have taken over—"

Peter interrupted again. "Child Services had been closed for hours and will do nothing unless there are clear signs of physical abuse. Leaving a teenager alone is not considered abuse because they can take care of themselves." He would have gone on, but bit off whatever he was going to say next when the lounge doors opened and Mrs. Tetslaff walked in.

Lancer refused to continue this discussion if it kept escalating into a fight. Taking the break offered by the arrival of other staff, he grabbed his lunch and headed towards his room-away-from-home.

When he arrived in his office, peacefully alone and uninterrupted, he pulled out his well-worn copy of Psalms and Proverbs. "Ah, the classics."

He lost himself in the story and jumped in surprise when the ending bell rang. Lancer sighed before dragging himself out of the chair and into the hall where faithful students were waiting patiently by locked classroom doors. "Why don't they ever line up for my class?" he wondered to himself as he waited for the kids to arrive and sit in their chairs.

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Tucker Foley sat in his seat, waiting for his friends to show up. He was feeling antsy and let out a sigh of relief when Sam arrived, pulling Danny to their places. "What's up with the delay? Class is about to start?"

Sam lowered her voice: "We've got a slight problem—Lancer assigned detention again."

"Oh boy. What was it this time? Putting a tack on the teacher's chair, or mechanical frogs in the desk, or—"

Sam glowered at their African American friend. "It wasn't a practical joke, Tuck, it was something much simpler and easier to avoid."

After Parker finished taking roll, he announced—to the horror of most of the students—that he was going to take some time and discuss more common STD's. When he finished, he said, "Now back on topic" and asked the class to pass in their homework and pull out a number two pencil as he passed out scantrons. "Stop moaning, you knew a week ago there would be a test today." Parker scolded the more vocal students.

Tucker noticed with some amusement, that a few kids had turned green during the lecture. Feeling bold, he whispered to Sam and Danny: "Something that could have been avoidable, eh?"

Danny slugged Tucker, careful not to use his ghost powers or break the bone. "Not funny. Duplication took a lot out of me, and apparently, listening to Lancer ramble on in class is very soothing. Too much so, and I fell asleep in English again."

"Boys!" hissed Sam, "Parker's glancing over this way, now pay attention."

After finishing the test, the trio decided to go to the Nasty Burger for Tucker's four pm feeding. Sam sat down, enjoying her soy vegetable burger and Tucker devoured his carnivore meal, while Danny drank a milkshake. They talked about the newest videogame available and made plans to visit the arcade later in the week to keep some obsessions from overcoming common sense.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . XXIX - . - . - . - . - . - . - . - . - . - . - . - . - . - . – XXIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Once the Fright Knight was off on his mission, Plasmius turned towards his visitors. "Can I interest you in anything? A snack or drink perhaps?"

"No." snapped Sheol as he studied the room they were in. He had been astonished that the Kingpin would allow himself to be startled by a lackey; although he had to admit, seeing the crime boss twist in shock was a scene to behold. "Just stop with the chit-chat."

"As you wish." Plasmius red eyes glowed strongly and illuminated the immediate area as he leaped into Sheol's body, and overshadowed the bodyguard.

That didn't happen. As soon as his intangible arm touched the black material, an electric shock spread across his body and he was roughly shoved aside before being held by Sheol. Unable to move normally—but no longer under the electric attack—Plasmius tried intangibility again and was shocked some more. He cried out in pain, but managed to stay in ghost form as he stopped trying to escape.

"What are you wearing?" He was curious. And had to start somewhere as this attack wouldn't have gone unnoticed by Kingpin, unsuccessful as it was.

Sheol didn't answer. He just hung on, refusing to let his prey go while Kingpin watched in amusement. "Release him" commanded the cigar smoking man and the enforcer complied.

Plasmius rubbed his sore throat and stepped away as he looked at the visitors in a new light. "Impressive. Almost as devastating as . . something used against Phantom." He gave a slight bow to the other. "Now, what were your demands, Kingpin?"

Kingpin allowed a hint of a smile to touch his lips. "That you leave New York forever, and stop playing in America where the big boys rule. I also want your assets and control of Fright Knight."

"Not possible. The others only follow by directives and instructions because I am a powerful ghost with a vision. If I retreat without any benefits, then they will mutiny and be uncontrollable."

Sheol shrugged as he waited for a directive from his boss. When none were fore coming, he spoke up on his guild's behalf. "Ghosts have their own weaknesses though, and I will testify to the success of this experimental material if they do disband. What with the success of this and stolen materials from both the Fentons and Masters, humans will have the advantage if there comes to be a war between humans and ghosts. Personally, I would love to test myself against them as it would be the only prey worth hunting."

Skulker rushed forward to compare hunting histories with the guard in black, but his comrades held him back. Reluctantly, the mechanical ghost sat back and watched the verbal duel between the two

Plasmius cocked his head at the statement too, waiting for either an interruption or an uncomfortable silence. When it was clear silence would follow, he said, "As much as I don't doubt your abilities and prowess, you've not fought Phantom. I will admit the killings of Captain America, and Thor were impressive, but you missed with the Hulk and various other crime fighters here are unscathed."

Kingpin held out a hand, silencing his current bodyguard/enforcer. "You miss the point. Taking out the prominent heroes removes the hope from the others and it becomes much easier to influence the others with worldly goods and threats. Despite your rapid rise to your currently level, you still have much to learn when it comes to subduing your opponents." Offhand, he turned to Sheol and staged whispered. "He mentioned Phantom. Since he hasn't been able to stop that ghost from successfully rebelling from his control, it is obvious this . . . spectral creature . . . has no right to be in _my_ city and rule the subjects." Turning back to Plasmius, Kingpin gave his unchangeable ultimatum: "Get out of New York State and take your ghosts with you. Good day!" Kingpin calmly turned around and marched back the way he had come. A red beam hit his broad back, but bounced off and hit a rusty pipe. "I wouldn't attack again, if I were you—this spectral deflector has been modified to stop all ghost attacks, not just overshadowing." He didn't bother facing Plasmius as he taunted him. Sheol left afterwords, not giving the ghost a chance to attack with another energy beam.

While Plasmius seethedin anger, the Lunch Lady dropped in from the ceiling. The FrightKnight followed her. "All ghosts except the Box controller, accounted for and present."

Vladimir ground out; "We're leaving for the moment, but we will be back." He activated a cube, and a green swirl opened in front of them. "Everyone back into the ghost zone."

As they lined up and fled into their home realm, Plasmius held out an arm and stopped the Lunch Lady. "Are you coming down with something? You're more black than green. Not a healthy color—perhaps you should eat more protein."

The green-black splotched cafeteria worker nodded in thought. "Perhaps I should" she said without her usual emotional rollercoaster. That reaction was enough to send the other ghosts away in fright. If she had enough control to remain sane, they reasoned, then when she did blowup, it would be of epic proportions worth of the fight between

Pariah Dark and Phantom.

**Thank you for reviewing**:

JC:--I'm slow at hints, but Venom finally made it in--can you find him? Would enjoy info on charcterization if you know where to find. HikaruOfDreams: Thanks SPartanCommander: Nice try, but not what I was aiming for. Oats-FFCC27: Point out specific areas and I'll do what I can to fix. Although I must commend you on getting that far.


	31. Chapter 31

**Disclaimer: ** I have nothing to my name, and am not making any money off this electronic entertainment. Besides, since when do the owners/copyright holders do "what if's"?

A Phantom Spider: _Whoops!_

Dash Baxter pushed his way to the front of the crowd when the school bell finally rang. The blond jock didn't see the startled faces or angry looks that were directed his way as he, Kwan, and the other football players raced towards the stadium for practice. "Hey, Kwan," he greeted the Asian descendent as they grabbed their gear. "How's life treating you?"

"I'm doing well." Kwan put on his helmet and pretended to ram the stationary target. Dash hit the practice bag next and while the two waited for their turn to legitametly hit something, Kwan spoke up. "Where's Mr. Leyland?"

"Why do you care? I don't enjoy sharing my home with him. It's all because of stupid, Mr. Lancer who decided Mars needed to be housed with a student. Him and my dad who thought it would be nice for me to have a friend over while his parents are out of town.!" Dash tore into the practice dummy when he next ran over to and knocked over the padded pole.

Around him, the rest of the team was wincing and even the coach had to press his lips together. His only thought was, "At least he isn't using language that causes landlubbers, or pirates to blush," Still, the other conversations dropped off as people realized Dash was vocally tearing someone apart instead of stuffing them in a locker—and that someone wasn't Danny Fenton.

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Danny Fenton jumped for joy when Lancer dismissed him from detention. He hurriedly stuffed his books back into his bag and ran outside, careful not to phase through anything in his desire to leave the school immediately.

While he was running through the corridors, Danny's mind wandered and his flight from school became automated. After jumping down the stairs at the entrance hall, he saw a shadow on the cement and looked up, worried about a ghost attack or something. What he didn't expect was to collide with a solid human. "Oop."

"Sorry, I didn't see you." Danny landed on his back, but rolled over and stood up in one solid motion as Mars shimmered into view, preventing a full fall by use of spread hands.

"No problem, Fenton. I was invisible." Mars Leyland mumbled to himself, "Still haven't quite figured out how to separate the reaction and control."

Danny froze in shock. "Um, sorry, did I hear you say, 'I was invisible'? Because that's impossible, unless you're a ghost or something." He stammered as his mind tried figuring out how the statement could be true.

Mars chuckled. His green eyes twinkled. "No, I'm not a ghost—your parents would be all over this school if I was. I am considered a mutant, or freak." While he spoke, his arm disappeared by blending in with the sidewalk and grass. Mars grinned when he heard Fenton gasp in shock. "You should have heard Dash earlier today. He would have been a lot more vocal if he new about this ability."

The Caucasian teenager made up his mind. Sure, Mars wasn't a full ghost, but that didn't mean he wasn't a hybrid or halfa, though how a fourth one could come about was a mystery, since as far as he knew, his parents were the only ones to build a successful portal to the ghost zone. Skulker and the other ghosts would have heard by now if there was another attempt—although that might explain why everyone had flocked away from Amity Park. It was definitely something to worry about.

So, decision made, Fenton picked up his books and helped Mars grab his materials too. "Want to come with me to my house for an after school snack? There's always something in the refrigerator. Knowing my dad, we have a whole shelf dedicated to ham and fudge."

Mars shrugged. "Sure, I've got nothing better to do. Your friends don't mind?"

Danny shrugged back. "Sam and Tucker? Na, they understand. I would stay away from Jazz once she gets talking though."

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Tucker groaned as he struggled to keep up. "Tell me again, why we're following Peter Parker."

Sam huffed as she turned slightly towards Tucker while keeping their science teacher in sight. "I need real proof that Jazz is right, and since Danny was stuck in detention and Jazz doesn't know a thing about sneaking around, that leaves you."

"Yeah, but Sam," Tucker slid down and hit the ground, trying to catch his breath. "Why couldn't you have gone on your own? I mean, its fun spending time with you, but I appreciate it more when Danny's around. Him or his sister as one can drive and the other fly."

Sam glared briefly before sighing and sitting on a nearby bench while Parker turned and headed inside the building. "Big baby" she muttered, "unwilling to be physically fit in favor of meat and electronics." Louder, Sam said, "This is a dangerous part of town, that's why. It's also more believable if I have a friend or two who have questions about the homework."

The African's face dropped in shock. "Homework? Parker gave us homework?"

The goth girl shook her head. "No, and that's the question—does he want us to read ahead, or what, as the test is next week. He lost a day of lecture by explaining negative facts about sex-outside-of-marriage. I sincerely doubt most of the kids were recovered enough to follow up on what he did have time for."

Tucker pushed himself up to a sitting postion. "Fine, you go ahead and I'll catch up."

"No need, he turned in that building over there, and if I'm not mistaken, the fifth story recently lost his balcony, which means, this is where Parker is staying until he can find decent quarters."

Tucker took out his PDA and checked the images. "Sam, we were here earlier this year, how could you not recognize the place from when the Fright Night was around?"

"Because it was dark, and I wasn't paying attention, trying to keep my brunch down. Jazz isn't as bad as her dad, except when Phantom or her brother are in trouble."

Tucker snorted. "You just wanted an excuse to see if the rumors about this section of town were realfacts instead of goodfacts." He stood up and proceeded to go back the way they came. "Now, if you'll excuse me, my parents are anxiously awaiting me back at home. I promised I'd be home immediately after school to clean my room and take care of my stuff that's lying all over the house."

Sam growled before reluctantly following Tucker out of the inner city. Both teens ignored the strange looks they got from passing adults and youngsters. Nothing happened, because every time a stranger started moving towards them, a shadow flew over them and others saw movement out of the corner of their eyes. Seeing this, Manson and Tucker sped up, almost racing for the comfort of Nasty Burger, or the Fenton's place.

P . - . - . - . - . - . - . -. - . - . - . -. - . -. - /p **b Long time no see. hl Sorry, about the time between updates. I'll try to load more soon, but no guarantees with only two reviewers. Thank you JC and SpartanCommander for being consistent.**


	32. Trade off

Oh, boy. It's been a while--I'll try to finish the story, but updates will be unreliable. My muse is fading, but I don't want to abandon. Suggestions welcome, as are flames. Heck with it--if you've gotten this far/read this chapter, leave a note or something, please!

**Disclaimer:** Why bother? I've said at least thirty times, I don't have ownership rights to Danny Phantom or Marvel comics.

* * *

Venom seeped out of the Lunch Lady when the odd ride was over. The black space creature had fed recently, and now his need for revenge was driving him; but were was Spider-Man? Certainly not in this alien landscape. The swirling green might have driven Venom crazy if he hadn't been a bit mad to begin with. It didn't matter. 

Venom assumed a humanoid figure. His black snake-like tongue tasted the air and the monster hissed, displeased. There was nothing alive in this realm. Not even the one called Plasmius was alive. Unseen by the ghosts, he hopped along behind. Eventually they would need to replenish their energies too.

Venom watched carefully as Plasmius glanced at his temporary host. He saw the calculating, but relieved look sent towards the Lunch Lady. Venom noticed the green, glowing cafeteria worker had shrinking black spots. _Hmm. Color indicates health to these beings. Apparently my hitching a ride hurts them more than it does a human. At least visibly, though they seem to be more resilient when I'm gone._ Already the spots were gone, but still the dead creatures traveled somewhat slower than the necessary.

Once the ghosts began splitting up to head to their hidy holes, Venom had to choose a particular ghost to follow instead of trailing the group. At this junction, he noticed something off in the air, and decided to follow his tongue to the enticing scent. How odd. There seemed to be an octagonal contraption built right into the wall. The locals seemed to avoid it, but that might have been because it was being patrolled by more death defying skeletons. This apparition was different from anything Venom had ever experienced--and having been a host to Spider-man, then becoming his enemy, it was hard to top those events in his life. Of course, life in New York City was always interesting, but that was beside the point.

Venom hid from patrols (by hiding under the rocks they walked on), before examining the human structure in detail. He had time. Hunger wasn't driving him yet, and there was something familiar, but faint, coming from the microscopic cracks in the seal.

_- - - - - - - - - - - - - - - - - - - - - - - - _

Meanwhile, back in Amity Park, Danny Fenton jumped and nearly hit his head on the ceiling.

"Danny! Are you alright?" asked his mother, when she saw him float down to the ground. "Here, let me set the table. You check to make sure your dad didn't eat all the sweets again. Then stir the vegetables, make sure they don't burn." Maddie hurried over and almost tore the plates from her son's hands, before setting them on the table.

Danny didn't complain. Any reply was lost under the approaching storm of Jack Fenton running down the stairs, crying "GHOST!! My invention just located one." Jack waved his wandlike thing around the living room and kitchen. "Whoops, the ghost left. Now I won't be able to question it." The huge man, pouted for a second before his eyes wandered over the cookie jar. "Never mind. I need a fudge snack." Jack's arm, clothed in an orange jumpsuit, was gently slapped by his wife's gloved hand. He saw her mild mannered glare and subsided. "Actually, I'll wait for dinner--the food smells great by the way."

Jack turned around. He headed down the stairs toward the basement. Danny panicked, and he ran past his parents. He firmly situated himself on the top step, and spread his arms, touching both walls, forbidding entry. "I'm sorry dad, but I have a bad feeling about that room, and I think it best if we stay up here, or even go outside."

"Don't be ridiculous, Danny. The only thing scary that's happened in this town is ghost attacks, and they've all abandoned town." Jack stepped closer and put an arm on his son's shoulder, trying to push his way past the human barricade. Frowning, Jack tried picking up young Daniel and moving him out of the way. Danny didn't budge. Soon it became a war of wills.

Maddie was about to intervene when Jazz walked inside. "Is something burring?"

Jack sniffed the air and ran into the kitchen. He nearly pulled the oven door off, trying to keep his ham from becoming crispy. Maddie rushed to turn off the stove and pulled the vegetables off the heat. While the parents were occupied with the food, Danny quickly finished setting the table, neatly throwing the silverware onto the table, where they landed next to the plates and glasses that were dropped just seconds ago.

"Done" Danny announced before rushing back to the basement door and locking it from the inside, then phasing through and ran upstairs to wash for dinner. Jazz noticed his use of ghost powers. Their parents didn't.

When all four cleaned up, they sat down to eat. The meal was a quiet affair. Maddie gave in and brought out a rack of "place and bake" holiday cookies. While her husband was engaged in devouring the sweets, she turned towards her children. "Now, please tell me, Danny, what made you so uneasy? You're father is right about the ghosts, son."

Danny's blue eyes never stayed still. She had watched his gaze travel around the room before stilling momentarily. More often than not, he had glanced suspiciously across the living room to the stairs. "I don't know. Something's inside the basement, and its hungry, but patient and evil. The feeling of this _thing_ gives me the shivers." He glared at his mom. "It's not a ghost. Trust me. I would know if it were. This is something worse."

Jazz paled, and swallowed. "Dark Dan?" she whispered, then sighed in relief at his immediate shake of his head.

Jack finished eating his plateful of cookies and was listening in. He knew the names of the more common ghost visitors--at least, the non-animal ones--and while Phantom obviously knew the names of his opponents, Jack realized this was one ghost visitor he had heard nothing about. The stranger part was both his children knew this unseen/unfought ghost's name. Jack wondered for a moment what a ghost called "Dark Dan" would be like. Probably human, but still dead, very much evil, more so than the Wisconsin Ghost. His musings were distracted by the sight of unfinished ham. Although it was slightly burnt, he found he liked his meat crispy and brown--not black and ashy, which even he found ineditable.

Maddie saw the same things her husband did, and like him, didn't know what it meant. Whatever it was, it wasn't good. Speaking of which, how would Danny know about a ghost presence before they did? He didn't even carry around ghost detecting equipment. Equipment that was always failing around him, or malfunctioning in his presence. They would have to get that fixed and soon, she decided, before dismissing the children to bed. After all, it was a school night and they had to get some sleep.

While Jack Fenton cleaned up the kitchen, Maddie wandered upstairs to pick up the tools and half-assembled pieces to be placed back in the laboratory downstairs. "Odd, this door is locked. Jack, do you have the key?"

"What? No, the key is on the inside, hanging by the door. Why?"

"Well, then the door is jambed, and somethings wrong with the lock because I can't get inside." Maddie pushed and pulled the stubborn obstacle trying to organize the equipment before getting ready for bed herself. Jack dropped by to help, but he was unable to move the door. "We must have a spare key somewhere," Maddie muttered to herself, after giving up for the moment and shoving the box in a closet.

Jack scratched his head in frustration. "Yeah, we do. I just don't remember where it went." His eyes gleamed. "Maybe a ghost cut off our access. I'll bet they'd do almost anything to ruin our weapons and gadgets."

"Don't be silly, honey. What with all the sensors we have installed, a ghost wouldn't be able to stay inside long enough to do something we couldn't fix, without us knowing about it." Maddie tried showing her beloved husband, the illogicalness of his suggestion. Sweetly and gently of course. Jack really was a dear, but child-minded at times. He was a scientist, and attended a prestigious university. They both did, but she learned simple answers rarely worked, while logic was key.

---------------Amity Park stop. New York State start---------------

Caption America stretched when he got back to the Avengers Mansion. Actually, he waited until he was in the "danger room" before loosening his muscles. When he felt ready, he gave Javis, the butler, a prearranged signal, to start the program. Slowly, but surely, the hidden gunports in the walls began shooting knives. Cap dodged them all, for a while, then used his shield to bounce the weapons back, giving him some room to work with. Level one didn't require any fancy jumping or diving, it was just a way of testing reflexes and toning muscles. The higher levels were used to train, and gaging one's ability before actually going into battle. Soon, the floor became covered in spent projectiles, and Cap had to be a bit more careful about where he landed. There was always a chance of slipping, which was unavoidable at times, but still, one learned to use every advantage one had.

Maybe half an hour later, Bruce Banner knocked on the door and stuck his head in. "Hey, Cap! Mind if I join you?"

Caption America's shield left his hand and it bounced several times before hitting a button. Almost immediately the knife firing weapons fell silent. "The doctors released you?"

Bruce snorted. "Not likely. General Nick Fury liberated me for the time being and told be to be productive. I'm kind of going stir-crazy in the little scientist's room, and wanted to do something physical." The tall, pale skinned man walked in.

Caption America picked up his shield. "Be careful to avoid all the thrown knives doctor." Cap instructed his fighting companion. "Javis, don't let the program advance any farther for the time being," he told the butler who looked after all the Avengers and their friends/family. America's hero and the man who could become the Hulk waited patiently for the unwieldy guns to reload and fire their deadly weapons. Silently the two watched each other's back as the exercise went on.

Outside, in the waiting room, Charles Xavier, Logan, Tony Stark, Harry Osborn, and the Fantastic Four sat, talking, eating biscuits and drinking tea. Little things to pass the time. Logan was fighting his very nature in an effort to keep himself pleasant in these circumstances, but the situation didn't call for his instant. Tony and Harry both were finding the ritual relaxing and Charles, well, the telepath hid his amusement well. They needed to realize they were human and this forced relaxation was for their benefit.

A little later, Caption America and Bruce Banner walked back inside. Bruce was tired, but exhilarated. "Thanks for the workout. I enjoyed the practice run with the knives." He dropped onto the couch, while Cap asked, "any news?"

Richard Reeds, looked up from his . . . device. "City's almost back to normal. Aside from all the boxes still spread throughout Manhattan, and the rest of New York. Nothing is messing with the electronics or anything else, and all the kids seem cured of whatever ailed them lately." Mr Fantastic turned back to the instrument, only to find it gone from view. "Sue"

Susan Storm smiled. "You've got to get your head out of the clouds. While we value your insights, right now I doubt any one is following."

Logan stood up. "Have fun talking, I need to pace." He left the building, but Charles knew he was still in the area. The others let him go, realizing they couldn't stop him if Logan really felt it necessary to fight his way outside.

Banner spoke up. "So the abnormalities that plagued us earlier are gone. Good riddance, I say. Because we didn't find the cause earlier and block it ourselves, the same problems could come back." He sighed and leaned back, resting easy in the presence of his respected colleagues and the soft furniture. "How do we prevent a second occurrence?"

Tony Stark spoke up from his seat. "We can't. Not until we find the patters that made us venerable earlier."

Harry nodded in agreement. "I don't mean to stare, Dr. Banner, but why is your shirt red? Are you injured?"

Cap laughed. "He's better than I was a month ago. Apparently we were both healed by a time traveling ghost. No, that's not quite right. I was fully healed and allowed to return back to the land of the living and conscious while Doctor Banner is still wounded grievously."

Harry nodded, still uncertain. Bruce tried explaining the facts better. "I was shot by a sniper, and he clipped an artery. Hulk was enraged and attacked the assailant. The monster's strength was fading fast, but before he became me again, a black mist encircled me and somehow prevented me from bleeding to death despite the explosion that almost tore half my chest. The ghost has remained, and, while he doesn't interfere with anything, he's kept me alive and managed to heal most of my wounds. Apparently I strained both of us too much, seen by the red spot on my shirt, but Phantom's nothing if not resilient.

"Don't worry, my mind is my own" Banner told Charles and Stark. "As I told Cap, I felt very stressed and needed to move around. Plus, I've felt the healing slow down, and realized from a conversation I was able to overhear, that the stress was actually hurting me in two ways. Thus, I found a nonviolent way to get my blood rushing and my body recharged. Now I feel better, and I feel my wound closing slightly." He shrugged again. "Don't ask. Dr. Stephan Strange might be able to figure this out, but my sixth sense was urging for some action, so I obliged."

Benjamin nodded in agreement. Johnny Storm threw a fireball at the Thing. "Come on, Rocky, even I followed that messed up logic." Ben turned in his seat. "Good for you Sparky. There's hope for you yet." Johnny was about to retaliate with another blast of heat, when a force field separated the two. "Ah, come on sis. Did you have to break up our fight?" he whinnied.

Sue Storm just glared at her younger brother and he subsided, for the time being.


	33. More Venom goodness

**Disclaimer:** Copyright laws say I don't own this--or was it trademark registration? Well, either way: Not mine.

* * *

Spider-Man stood in the shadows making sure Samantha Manson and Tucker Foley got home safely. _They never look up_ he thought sadly as he jumped from building to building, chasing away unsavory types. _Guess my DareDevil imitation is working. Either that, or I should lay off of Batman films_. 

Later, he swung over a more prosperous section of town, enjoying the slight breeze. It was a nice change from the gales sometimes caused by concrete canyons in New York City and other monstrous areas. _Ah, there's a phone booth and I've got some change. Good._

In Aunt May Parker's place someplace in Queens, New York, the land phone rang. After five minuets the answering machine picked up the call. _I am sorry, but I was unable to take your call at this time. Please leave your name, and a note so I can get back to you as soon as possible. Thanks_ came Aunt May's voice.

Peter left a message: "Hey, Aunt May, it's me, Peter. My landline phone's doesn't work, so don't worry about calling back. I'll try calling again later. Anyway, I wanted to reassure myself you and Mary Jane Watson were okay and doing fine. There's so much I want to ask you guys and tell you about Amity Park and its civilians, but in person seems best. How are you? Well, I'll try again later."

Back in Amity Park, Peter rubbed his head and neck. _That went over real well, web-head. At least it sounds like someone is feeling your absence. Wonder . . . never mind._ He replaced the mask and hopped back over towards the Fenton home. Something about the place seemed odd. It wasn't dangerous, as his spiddy sense hadn't gone off, but his curiosity was overwhelming.

- ; - : - ; - : - ; - : - ; - What Next? - ; - : - ; - : - ; - : - ; -

Norman Osborn, in his costume as the Green Goblin, watched as Sheol left Kingpin's presence. The skeletal insect-like creature grunted. "He seems happy to be leaving".

Kingpin twirled his diamond topped cane. "It is to be expected. I know someone else wants the assassin's services, plus our little trip wasn't worthy of his talents." The muscled Caucasian crime boss sat down at his desk and pulled out a cigar. "It will be a shame to loose Sheol permanently, but if that is to be done, I want you to eliminate him. With your usual efficiency of course. I enjoyed how you got rid of those . . . board members and bankers who were threatening to sell Norman Industries. Got it?"

The Green Goblin gulped inaudible. He knew! How did he? No one, not even Spider-man knew of his real identity. This changed everything! Although, with Spider-man gone, it sounded like he had been given permission to kill anyone he felt like. This was going to be good. He rubbed his hands together in glee. "I understand perfectly, sire."

"Good!" Kingpin didn't smile, but he did lean back and enjoy his smoke after dismissing his audience.

- ; - : - ; - : - ; - : - ; - : - ; - : - ; - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Sheol exited Kingpin's lair, pleased. The rightful lord of New York's Crime had punished the ignorant ghost, Plasmius. Mars was safe as well, and the top boss of the tormentors of Amity Park had been slapped in the face. _Good riddance_, Sheol thought as he took a long detour through the miles of labyrinth beneath New York City, and slowly shed his costume.

Oh, the weapons weren't left behind. They were just transfered elsewhere on person. It was no easy feat keeping the guns and knives out of police hands and protecting his family from any and all who hired assassins. At least this way, his (Jon Orm Leyland) child was safe and healthy. Grace too seemed to understand the need to leave their son behind and let him think whatever the evidence led him to believe.

Not long after exiting the underground, Jon stumbled into a police station, asking about his wife and son. He had encouraged some upcoming youngsters to take him on and now had wounds from an unprovoked assault. No one believed street people when the evidence, however circumstantial it might be, said otherwise. Homeless were perfect targets and perfect scapegoats.

Orm might have gotten away with everything too, if Matt Murdock hadn't been passing through and talking with one of his clients. Thanks to his enhanced senses, Murdock, the blind lawyer, knew this supposedly homeless man had been telling the truth. Allan Smith had been abducted by a ghost and really worked for General Nick Fury. However, he wasn't officially associated with S.H.I.E.L.D., or the C.I.A.. It was deniable liability and Mr. Smith had the unfortunate luck of being attacked and left for dead while on duty.

Mr. Murdock listened intently on his client's answers. Milliseconds before he was about to ask yet another question, a human walked inside the police station and reported an assault. Murdock didn't hear him limping. He heard and felt the presence of hidden weapons, unseen and unnoticed by the police and paramedics who looked this Orm over. Also, he was lying. Orm may have been an accomplished liar who was able to fool everyone and everything else, but he couldn't fool his body and the slight changes in his body (heart rate, mainly) revealed which statements were true, from a certain point of view, and which were false.

Murdock made a mental note to speak with the chief on duty when the guy left. DareDevil really disliked letting criminals get away, but if that report was filed, innocents might be hurt. Didn't matter that the alleged assault happened outside his domain; these were New Yorkers and Spider-Man was a devote fighter for the common man. The White Tiger and other 'minor' vigilantes who had taken over watching and helping those in need, knew in order to succeed, they needed to band together. Thus DareDevil had become involved, outside of Hell's Kitchen, in times of duress. This was one of them.

Cutting off that train of thought, the lawyer turned back to Allan Smith and mentally reviewed the answers provided. When finished, he waved over a guard to release him.

"The man's a crazy. All the talk about ghosts and spirits. He had to have been high on something" said the guard.

"He might have been; however his test results came back clean, the doctors found odd burn marks on him, and he truly believes in what he says." Murdock defended his client and was glad when the guard made no further attempt at small talk.

Not realizing his 'report' was blown, Jon Orm Leyland left, feeling very satisfied. Once he was alone with his wife, did he smile in satisfaction. _Can't say I'd ever enjoy using the transdimentional transmitter. Makes it easy to hid things. Good thing this prototype of Dalv's works. I would almost swear it really makes items intangible._

- ; - : - ; - : - ; - : - ; - : - ; - : - ; - Now What? - ; - : - ; - : - ; - : - ; - : - ; - : - ; -

In the morning, shortly before they were to meet Danny on the way to school, Sam and Tucker raced to the Fenton Household. They barged in on a startled Maddie. "Kids" The red-orange haired lady called, "Please slow down. You might hurt yourself." After she put a cookie sheet in the oven, Maddie turned back to the guests. "Danny should be up. When you see him, ask were the key for the basement door went. Go on upstairs--if you wait long enough, I might be able to slip some oatmeal cookies into your nutritious lunches."

Sam lept up the stairs with a huffing Tucker falling onto the sofa.

"Hey, Sam. What's up?" Danny grabbed some loose papers and put them in a folder before stuffing it into his already filled backpack. "I really enjoy intangibility at times."

The goth lady stamped her foot. "I do too, but that's not the problem. New York City has been under a ghost attack for at least twenty-four hours. Then, all your enemies left unexpectedly. I'm worried about the lack of opposition and why they left--"

"Wait, wait." Danny waved his hands in Sam's face. "The ghosts went to NYC and my opponents attacked the state? That's a twist. I thought they were winding me up to have free run here." The black-haired teen grabbed his friend's arm and phased them through the floor, landing next to a stressed-out Tucker.

The African American almost jumped up in shock when he saw the two fall through the ceiling, but managed not to scream. He didn't put up much of a fight when Danny grabbed his arm and turned the three invisible before flying them outside onto the Op-Center roof. "Ah, come on. Your mom's making cookies."

Danny Fenton sent a frown to his best friend's direction. He started pacing, trying to release some tension without setting off any powers accidentally. "Okay, start from the top."

Tucker pulled out his ever present, Personal Digital Assistance device and highlight the facts. "Several people saw green humanoid blobs floating near the Big Apple. Also, a few warehouses found their boxed containers mysteriously absent from the warehouse and in one of Wilson Fisk's many suites. Umm, schools had a huge increase of lifeless students arriving and being apathetic--worse than Sam on a bad day."

Sam snorted. "I am not apathetic. I am a goth and have my darker emotions from time to time." She watched Danny walk through several support beams. "If you have this much nervous energy, try duplicating again."

"What, oh, yeah." Fenton stood still long enough to release Phantom. Floating several inches off the metal deck, the ghost boy closed his eyes and concentrated. With almost no effort, there were now two Phantoms where there once was one. Both opened their eyes, and the one on the right said, "I think its simpler if there was one Phantom." With no strain, the white rings appeared and now the ghost child on the right was the human, Danny Fenton.  
Phantom clapped. "Didn't know we could do that."

Tucker sighed. "This time you didn't need the Fenton Ghost Catcher either."

"Or a faulty duplication attempt." Sam retorted, "but lets get back on topic." She grabbed the PDA and glanced through the screen, then handed the computer back.

Tucker glared angrily. "There's even a police report about an anonymous dude being attacked by a vampire-like creature, but the description reads more like Plasmius."

Danny sat down. "All of which means there is a big thrust outside Amity Park, for ghost domination. I thought we had the only working portal."

"The only working _human_ portal. There are lots of natural occurring portals, if you hadn't forgotten the infinity map. I think we may need to invite Frostbite's people in for crowd control."

"No, Sam we can't" Danny jumped up and blocked the stairway exit. Phantom flew down and double checked the integrity of the door and walls. The thing was still around. "In fact, we have to get to school!" Danny grabbed his friends and dropped from the ledge. Before the trio had fallen more than ten feet, Phantom flew out of the house and grabbed Danny's shirt. He let go only after they were in Casper High itself.

As the bell rang, Tucker groaned. "Oh, man, we left everything at your house!" Unseen, Phantom shot off for the Fenton house. Before the final, tardy bell finished sounding its alarm, Tucker, Sam, and Danny found their backpacks mysteriously dropped into their laps. Phantom then rejoined with Danny, as a wandering ghost would only bring his parents upon them, and not everyone was satisfied that 'Inviso-Bill' was for the town and not against the inhabitants.

- ; - : - ; - : - ; - : - ; - : - ; - : - ; - The fun begins - ; - : - ; - : - ; - : - ; - : - ; - : - ; -

Peter Parker shook his head as Jazz and the other prefirst class left almost immediately after the bell rang. His search around the Fenton place was inconclusive. Almost as soon as Spider-man oriented on the strange feeling, it disappeared, before winking enticingly from elsewhere. He'd been so distracted, Parker didn't have time to grade the papers that he had promised to hand back today.

He was shaking his head at himself. Jazz Fenton was upset at him, and he realized it. Almost no one else would have noticed it, but she was a joy to have in class and really excellent in the subject. Parker realized she could ace all her classes, and enjoyed teaching her. Except when he messed up and knew it.

Peter stopped the internal moaning when the next group of kids wandered in. He called for homework and marked both the absent and those who didn't have it. This was going to be one interesting day.

Mr. Lancer, in the English class, rubbed the bridge of his nose. "_Adventures of Huckleberry Finn_! Can't you please listen?" he shouted over the bickering. His outburst generated a moment's worth of silence before Paulina leaned to the side and talked to Star, totally ignoring him.

Mr. Lancer tried ignoring the talking cheerleaders, but it was hard, with them distracting the surrounding students. _Hamlet_ was hard enough to understand when one could concentrate on Shakespeare. He tried again. "_Romeo and Juliet!_ I believe this story is overdue. We need a more traditional outlook on ghosts. William Shakespeare's many works can be found in contemporary English translations, though I find these retypes less satisfying that the original reprints. How many of you can access Cornell notes?"

For once, the classroom was dead silent. "Come on, hands up. How many of you have 'cheated' by going to an unauthorized translation?" Approximately half the class raised their hands. "How many of you have seen a play of one of Shakespeare's many works?" Most of the hands went down while three or four other students raised their hands. "Not that many. Well, you're in for a treat today. We'll be watching _Hamlet_ before doing the homework. Take notes, you will need them for the upcoming quiz."

Whispers spread through the room as the warning was reiterated by the more attentive teenagers. Mr. Lancer rarely gave out quizzes. Tests yes, exams maybe, but the quizzes were almost always unannounced. This was a new twist from the teacher who's lectures almost never varied for the past twenty-odd years.

Mr. Lancer grinned to himself as he set up the television and popped the DVD in. He ignored the gasps of shock from students seeing him use modern devices--his attempts at slang were laughable at best. Infamous at worst and for that reason alone, many feared him. Lancer was one of the few adults who could be more uncool than their parents, or older/younger siblings.

Paulina ignored the television. She wasn't the only one to not follow/understand the play, but the others were at least trying to watch and learn, or take notes. Overall, everyone was startled to hear the bell ring. They were late in escaping from the prison that was English, but no detentions had been assigned, nor did anyone nod off in class.

Rather than restarting the movie for the next class, Lancer just paused the show and waited for the next group of teenagers wander in. "Good morning class. For those of you just joining us today, we are having a special treat. Now enjoy the movie and don't forget to take notes." He pressed play and let the kids try to figure out what happened.

Nathan thought Lancer had been overshadowed by a ghost, but he wasn't going to complain. No way! This was way better than listening to Lancer drone on and on in his monotonic voice about some ancient dude who needed real entertainment. Nathan almost pulled out the sodium free snack his mom forced on him, but stopped when the rustling noise made the others glare at him. _Hey, this is interesting, though I can't follow. Seems we began in the middle of the play. Oh well. At least this way there's no homework_.

Forth period began in a similar manner, but they were even more lost than the group before. At least, until the ghost of the father appeared and freaked the main character out. Wait, third period saw that while they saw the floating sword, stained with blood. Gore and supernatural suspense held a strong attraction for many of the otherwise bored teenagers.

- ; - : - ; - : - ; - : - ; Who, What, When, Where, Why - : - ; - : - ; - : - ; - : - ; -

Venom growled angrily from the basement. It had taken him hours to slip through the cracks into this forbidden place, and even here, underground, it was locked. Dang those idiotic humans! Didn't they realize he was a threat that they should run away from, not try to lock up? Apparently not, or he would have had free run of the city. At least until he ran into Spider-man.

Yes, that arachnid betrayer was nearby. Venom could feel it. He was almost over run by impatience when he realized his hated enemy was here. It would do no good to announce his presence before the time was right and he could ambush his prey.

Venom tensed, feeling heavy footsteps approach from above. The black symbiont slithered into a cabinet and waited for the unlucky person to come closer. Oh, he wasn't going to feed. He just wanted transportation; a ride that would be unnoticed.

Upstairs, Jack yelled "Sweetie, I've got an ectoplasm ghost gun from the weapons depot. I'm going to blow the door down." He squeezed the trigger and almost fired off a bolt. "Could you bring me a Fudge cookie?" Jack then demolished the offending lock and stomped downstairs, looking for the ghost that locked itself in. He saw nothing.

No glow, no mess, just an odd, extended shadow. He approached the shadow. No, not a shadow, but a black, liquid mix of some sort. Not a ghost, nor their bodies. Jack perked up and grabbed a container. Maybe this was ghost blood! If so, it would be a perfect sample to examine and study.

Venom held in his anger. This . . beast of a human wanted to experiment on him? That wouldn't do. He launched himself upward and completely covered the unresisting host. The odd clothing obstructed his efforts at attaching himself into the nervous system, but no matter. With minimal effort on his part, Venom seemed to sink inside the exposed skin, and the remaining parts of him blended in with the jumpsuit, leaving no observer the wiser.

Eyes dull and his voice closer to normal conversation levels than usual, Jack walked upstairs, hunched over. He dropped his gun and let it rattle down the stairs before stepping outside, completely ignoring the Fudge on the table near the door. He turned on the Fenton RV and drove around town.

Maddie almost fainted when she saw her husband leave without touching the sweets. She ran outside and nearly turned on the alarm that warned Amity Drivers to be wary for Jack Fenton was on the road, when she noticed Jack drive safely and within DMV acceptable standards. This time, she did faint, from shock.

Back in Casper High, Dash Baxter marched away from stupid Professor Parker's dork classroom. Once he was downstairs and around the corner, he vented some of his frustration by slamming locker doors shut, regardless of where the students were.

One senior found himself hissing in pain from flattened fingers and he turned to the aggressor, intending on making the youngster pay. He held his hands close to his side when he saw who had hurt him. Baxter was off limits and even Lancer had to ignore the bully's attitude and actions, least Scott, Dash's daddy, sue or worse.

Dash didn't notice, nor did he care. His unhurried steps and unresolved issues contained making themselves known through the hallway. _Ah, the cafeteria is always a good place to go_. Some nerd had loose money and dweebs were quick to give up their food.

Mars Leyland was standing in the lunch line when the door was slammed open and Dash stomped inside, clearly looking for a target. Not caring if anyone was watching, Mars tried camouflaging himself. The process was easier each time, but it still required effort and concentration, both of which needed time to operate. In those few microseconds needed to elude Dash's attention, he'd been spotted.

Dash grinned evilly when he saw his one-time associate. Oh, Loser-land was a better target than Fen-toad whom he had spotted right after making his decision. Dash let fly a clean, hit that was sure to connect, except. . .

Except for the fact Mars flickered out of visibility and was able to move out of the way before Dash could connect. The two moved into a semi open spot--or more accurately, the students around made room for the two to fight or evade.

Dash felt cloth brush his arm and he grasped it instinctively. Mars flickered back into view and Dash let a new punch roll towards the unresisting freshman.

Again, the hand missed. More angry than frustrated, Dash let go of Mars shirt and turned towards the one who shoved his arm away. Upon sighting the individual responsible, he practically ran out of the room. Phantom cried out "Come on! I've got better things to do--and I don't hit humans!" he yelled to the retreating bully before pulling Mars up. "Sorry for the rude welcome, but its been a stressful month."

Danny stepped closer, along with his two best friends. "More like crazy semester. You okay?"

Mars nodded. "Yes, I am. Thanks."

Phantom waved off the gratitude. "Your welcome. Now I've got to boogie before the Fentons come and start layering green glowing gunk everywhere." The black suited ghost flew up through the ceiling, supposedly toward a ghost Portal. In reality, he turned invisible and was reabsorbed back into Fenton.

* * *

Whoa, long chappy. Anyway, thanks for reviewing: **SpartanCommander, Chatter Puncher, Hordak's Pupil, JC,** and **MayaAlexia.** If there's a conflict you want to see, or something else you like, don't be afraid to drop a note. I don't flame.


	34. Revelations and meetings

**Disclaimer:** _If this weren't unique, it would be plagiarism. My twists in these two realities make it my work even if none of it belongs to me._

Thank you SpartanCommander, HikaruOfDreams, JC, and Hordack's Pupil, for your reviews and honesty.

Chapter thirty-four XXXIV

Valerie Grey leaned against the brick wall, bored, shooting daggers at her once-friends. Paulina, Star, and Dash ignored Miss Grey once her father lost his prestigious job and was reduced to being a security guard during the graveyard shift. Kwan wasn't as bad as the majority of the football team, but even the Asian jock had to keep up appearances.

Inside, she was furious. It had been over a year since Axion Labs demoted her dad from prestigious inventor/guard to the graveyard shift. All because one green glowing ghost dog had phased through Axion's security walls during an important, prestigious demonstration. To think she had blamed the lack of funds and blamed the loss of social status on Phantom the Ghost Boy, at one point. She still did, but there wasn't anger directed soley towards him every time she saw or thought of him.

Now, Valarie realized it wasn't Phantom's fault she had lost her standings with the "in-crowd". It had taken a while for her to understand this anger of hers was directed towards the wrong individual. That, and a detention with Parker, plus the attack of Vortex and other weird things that happened since this Parker had taken over for the absent science teacher. All ghosts seemed determined to show her wrong. Phantom was the worst of the lot at times, since he was almost human—despite being dead.

Miss Grey released her anger when her no-longer friends were out of sight. Valerie stopped her internal moaning and groaning as Danny Fenton and his best friends followed the masses outside and towards freedom. It didn't hurt that Danny Fenton (he was kind of cute), and his small group of outcasts were talking and having fun. For them, social status didn't seem to matter, and they had tried including her occasionally. So, Valerie listened in as she waited for her dad to show up.

She wanted to activate her ghost gear, but couldn't: Not without attracting a lot of unwanted attention. _Maybe,_ she thought, _I should have spent less time fighting the ghosts, and more time reassuring Amity Park's citizens that the situation was under control. After all, its not like they panic when Phantom shows up_.

"So, there I was, hurling bolts at the guard in level three of Doom!" Tucker was very animated as he recreated the latest game of On-line doom with his friends. His arms were everywhere and his PDA was carefully packed in a shirt pocket.

Sam snorted. "Good thing FrierTuck didn't catch up with ChaosMinion201."

Tucker was talking loud enough to wake the dead. "So, want to go to the Arcade and play some DOOM?" He asked his friends.

Sam Manson shook her head as the trio passed Valerie. "Not today, Tuck. We need to figure out where the ghosts retreated after terrorizing New York City. Right, Danny?"

As the three wandered off, still wispering about the odd happenings, Valarie tuned their conversation out, and pondered the news she had overheard. _So, the Fentons are great ghost hunters. I didn't think any of their inventions actually worked, but from how Sam, Tuck, and Danny were speaking, it sounds like their gear does damage. Hmm. Wonder how Dalv fits in to all this._

Danny Fenton jerked back to reality. From Valerie's perspective, it was clear he hadn't been paying attention to the conversation around him. "What, oh. I guess." He stretched. Looked at all the parked cars before doing a double take on a uniquely decorated R. V. "What's the Fenton Ghost Assault Vehicle doing in front of Casper high?" Daniel Fenton squinted and looked closer to the driver. "Huh, that's Dad's orange jumpsuit.. Normally traffic would be hugging the sidewalk, or the streets empty. Wonder what's up."

Tucker shrugged as he stopped animating and listened to his friends concerns. "Overshadow maybe? Although I don't think there is a ghost desperate enough to take over your dad. Heaven knows they do their best to avoid the Fentons and their inventions."

Jack Fenton ambled out of the R.V. and made his way towards Casper High's main entrance. His face was clear of emotions and he lacked the Fenton Fishing rod. In fact, there was almost no ghost weaponry on his bright orange jumpsuit. As his eyes looked at Danny, a strange change overtook his features.

From a blank, almost emotionless expression, Mr. Fenton seemed to struggle. He looked to be in major pain, and when he spoke, it was in urgent tone. "Danny! Run! I've been—" Jack Fenton then stopped looking human. He no longer looked at his son with admiration for his child, and Danny's friends shrank back when the huge man snarled and snapped in their faces.

- - - - - - - - - - - - - Change POV- - - - - - - - fast forward - - - - - - - - - -

Venom grunted gently as his host efficiently parallel parked. He ambled along with fellow pedestrians, in search of the illusive scent that would eventually lead him to Spider-man. He did pick up numerous humans, but the specific costume material and die was missing from the area. Odd. He had to have been missing something as he could smell Peter Parker, but not his superhero identity.

Venom casually walked towards Casper High, and headed towards the sidewall. Then, his host broke out of the mental prison specifically made for Jack. "Danny! Run, I've been. . " Venom snarled and took control again, this time ensuring the simple minded human would not be able to overcome again.

The raven haired kid looked at the huge human oddly before taking the two teenagers next to him and ran towards a nearby alleyway, pulling his friends behind him. Why did the raven kid smell like death? No matter, Venom had a date with destiny.

- - - - - - - - - - - -Change POV - - - - - back up - - - - - - - - - - - -

For a second, Valerie thought she saw an alien entity pour out of the inventor's face and replace the human features with that of a monster from _Alien,_ or other horror movie, like _Preditor_. It was black, ugly, and had a mouth full of teeth. The tongue didn't improve the look either. Then it was gone and whatever it was, probably a vivid imagination, no longer was visible.

Danny, though, had paled. Valerie thought she saw Phantom where Danny was standing, but that had to have been an optical illusion because he was still human. His skin had drained of blood and color. That must have been the only reason he resembled the infamous Inviso-Bill.

Mr. Fenton stood up and resumed his march onto school property. Danny grabbed his friends arms and practically flew off campus grounds as he pulled them along while racing towards safety, or home.

Sam and Tucker weren't frozen in shock either. They had pulled out cellular phones and were frantically dialing someone as the trio disappeared around the corner and into the alleyway.

- - - - - - - - - Once more - - - - - - - - - -

Venom marched up the steps, passing a young woman standing next to the entrance hall, before pausing once again. _Arugh. That nauseating smell again! What is it with these humans? It coats her and has integrated into her genetic code. Yuck, I'll never be able to use her or any descendants as a host or meal._

Venom, in the guise of Jack Fenton, hurriedly stepped down and walked around the building. He had taken two steps up the side when a ball of energy hit him and caused him to drop off, landing on the ground, unhurt.

He sniffed the wind, searching for his attacker. Nothing. His eyes took in the land around him. No wind, yet no movement in the grasses and the trees were motionless. So, where was the intruder who dared deviated Venom from his prey?

- - - - - - - -- - - - - - - - - - - - - - - Change POV, again - - - - - - - - - - - - - - - - -- - - - - - -

Phantom restrained himself from fireing another energy blast at his dad. Sure his father may have been overshadowed by a ghost, but that didn't mean he wanted to hurt the human. Besides, the Media had a field day the last time Phantom 'attacked' humans, so he was doing his best to keep his record/name clean.

Which meant, staying invisible was priority number one. Then he had to fight the ghost without lasting harm done to the human. Thirdly was---an annoying whine cut through his thoughts and Phantom dug into the ground, trying to hide from the Red Huntress' sensors and weapons.

Valerie, in her ghost-hunting suit flew over the fallen Jack Fenton—if that was who he was. Either way, she couldn't condone a ghost attacking a fellow hunter. Whoever threw the blast at the mindset and power to remain invisible, which mean one of the more powerful ghosts. Considering only a few had been seen around town, that left only one possibility. "Phantom!" The Red Huntress cried out, trying to find her opponent, neither caring nor noticing that Mr. Fenton was trying to climb up the wall.

She glanced at her sensors again. Nothing. The dratted enemy of all humans had gone to ground. Quite Literally. Squealing tires had her flip from hovering over Casper High's outside eating area to the street, where another Fenton vehicle drove up and smashed through the chicken wire fence.

Maddie Fenton, in her ever-present blue jumpsuit, complete with a vast assortment of ghost weaponry, jumped out of the car and pointed her Bazooka in the air, not aiming at anything in particular. "Red! Have you seen Jack? He's been overshadowed."

Sam and Tucker clamored out of the small car, weighed down by experimental guns and holsters. Jazz scrambed out of the back seat, and scanned the second story walls. She fired the Fenton Grappler and managed to capture her father. Tucker and Sam pulled on the line, pulling the father off the wall.

Jack snarled and his face morphed again—this time the effect lasted longer.

Jasmine swallowed hard. "That's no ghost!" she dropped the line and backed up, keeping her brother's best friends in sight. Valerie flew overhead and aimed the ectogun at Jack while Madeline took another look before aiming and firing the Bazooka.

The green swirl, connected to the ghost zone, designed to pull all nearby ghosts out of the human realm, activated, but the black mass covering the overshadowed human didn't budge. "Silly humans! Your weapons cannot hurt me. For I am Venom and have come here for Spider-Man."

Venom stood up and broke the net that had encaged him. The shredded material—probably an earlier form of the twine or rope used in the Fenton Fishing rod or Jack o' Nine Tails—littered the ground and Jack, under the control of Venom stepped closer, grabbing Jazz by the throat.

"So lovely. Pretty even. Too bad you had to interfere. He threw her against the brick wall and stepped closer, forming a fist that would crumple a few ribs.

However, Peter Parker was in the way and he had grabbed an elbow, using all his strength to keep his opponent from hurting his student. "Back off Venom!" He growled, loosing his mild mannered appearance. "Its me you want and me you'll fight." His brown eyes blazed with internal strength and newfound purpose in life.

"Gladly!" Venom spun quickly and kicked Parker in the stomach, sending him across the street and over the four people on the ground. Valerie swooped down to catch him before he landed, but found the move unnecessary as a white web hit her board and the soaring human abruptly stopped moving backwards and began spinning in a large circle.

At the top of the move, Parker let go of his webbing and fell onto the ground, not graceful at all, but he didn't hurt himself as he rolled closer towards his opponent. Venom grinned and punched Parker several times, but was unable to thrust the annoying human away. He was hit a few times too, but those glancing blows did nothing to Venom, only hurting the host underneath the armored shell.

Phantom popped out of the ground, several meters away and flew towards Casper's entrance, slowing to pick up Jazz and then taking her away from the fight while she was still dazed from the fall. He stopped beside the Fenton Family Ghost Assault Vehicle.

Samantha Manson joined the ghost and human while Tucker started searching through all his pockets for an illusive item. "Where is it?" the African American dumped undesired items on the vibrating asphalt. Valerie remained in the air, trying to find an angle that would allow her to fire and hit what-ever-it-was without harming her teacher.

Maddie couldn't retreat, even if her life depended on it. That was her husband taking a beating and nothing was going to stop her from trying to save Jack. She ducked once or twice when clods of dirt were squeezed into hard lumps and thrown around.

Venom didn't slow in his attack on Parker. While it was nice to have an actual opponent, it would have been nice if Parker had put on his Spidy-costume. That would have been fun, since he knew the Arachnid's moves, but not Parker's. It didn't matter that they were the same person underneath the skin. Their fighting styles were slightly different, enough to cause him a few problems.

Take for example, the lack of lame jokes. This was all desperation and anger, not concern for innocents, nor need to prevent a loss of life. Granted, he was taking it easy on him, for the host's sake, but the lack of his sixth sense should have been more devastating for Venom's opponent. He knew. They'd fought several times and Venom was one of the few that could draw blood almost immediately, or cause serious harm if he was so included to do so. Doctor Octavious could too, but no one could prevent all four mechanical arms from breaking something, when they moved as fast as thoughts.

- - - - - - - - - -Earlier, inside - - - - - - - - - - -

Mr. Lancer, Peter Parker, Mrs. Tetslaff, Mr. Falluca, and a few others were standing around, waiting for Mr. Lancer to speak up and explain why he'd called this teacher's meeting. Parker shifted uneasily. His experiences with staff talks, wasn't encouraging. There was also some buzzing going on in his skull.

Parker stopped mussing over what could cause his Spider-sense to act in a haywire manner, when Lancer said his name. Seeing it was still preliminary introductions, Peter tuned out the conversation and wandered over to the window.

His eyes spotted Jack Fenton being hit by ectofire, watched the Red flier attempt to defend the inventor from unseen attackers, but also saw Jack turn an evil eye towards the Red Huntress before climbing up the wall towards the Third story level where the meeting was being held. Peter's eyes widened. He felt, more than heard, the car drive through the fence and immediately ran out the door towards the brewing confrontation.

Peter was barely in time to prevent Jazz from being brutally wounded by an old archenemy. He reacted with instincts, not really caring if his "cover" was blown. Protecting others was a priority.

Peter Parker absorbed the punches thrown by Venom, and moderated his blows to somewhat less powered than normal. From the slight delay in Venom's response to his changes in postion, the host was still actively fighting and therefore wasn't broken beyond repair mentally. It was his duty to make sure the physical body remained intact as well.

Parker landed prone against a tree trunk, and gingerly picked himself up before Venom could pound him into the ground or throw him down again. A quick move of his hands, and a web strand connected Venom's fist with one of two pillars at the entrance of Casper High. It broke almost immediately, but gave him enough time to distance himself from the teachers and parents who were slowly encircling the two fighters.

Phantom's sudden appearance at his side threw Peter off balance. Venom took the opportunity to grab him, but found his arm encased in ice. The black, liquid armor covering the skin and orange jumpsuit flailed in extreme pain before pulling away and leaving Jack's arm untouched by the ghost ice.

Phantom's gaze found Parker's eyes and both traded a knowing nodd and a smile. While Peter distracted Venom by attacking the head, Phantom crouched down and blasted the ground with a thin layer of ice and then rapidly covered the legs, leaving the torso untouched.

Venom retreated. He pulled his entire being up around the head of Jack Fenton then dropped off, leaving the human host alive. Before Parker could catch the slippery goop, and destructive being, it found an opening in the ground and choice the pipes to make his escape.

Jack Fenton shook. "Where am I Madds?" He whispered, hoarsely. "What did I do?" Jack broke down, weaping, and cradled his wife as she patted his back. Phantom chose then to disapper.

Jazz ran over and hugged her father. "Dad, it's all right. I'm not hurt. You weren't in control. "It's okay." Danny Fenton seemed to pop in and dropped on top of the trio and he too spoke calming, soothing words, letting Jack Fenton know his entire family was safe, sound, and secure.

Peter Parker retreated, and let the Fenton family reunite. He waved Red down. "Thank you for being in the air. Without the aerial support, there would have been much more damage."

Valerie snorted from insider her suit. "I've got questions and I won't leave until their answered." She prodded Parker in the chest.

Samantha and Foley wandered up, somehow avoiding the teachers who had yet to find their voice. "Easy, Parker is Spider-Man." Announced Tucker, waiving his PDA as proof. "I've got pictures. Actually, Peter took the pictures, but that's beside the point."

The Adults froze in shock and glanced from Tucker to Parker, who wasn't denying the accusations.

Peter shrugged. "I needed a hobby."

"So, you choose to fight criminals on a day-to-day basis, ignoring your needs for others? Some Hobby." Sam Manson was rarely more sarcastic than she was today. "Sure, lets have everyone take time out of their lives and dress in form fitting costumes and risk life and limb to save those who terrorize us. Thanks, but really, why did you do so?"

Parker grinned. "Probably for the same reason Danny Phantom prevents ghosts from establishing footholds in Amity Park, and elsewhere when he can. Almost certainly I have the same desire for revenge that Miss Grey here has too."

Valerie Grey stiffened inside her red suit. "You must be mistaken, I'm not Miss Grey."

Parker shrugged. "My mistake, then." He examined his torn clothing and winced when he saw the yellowing bruises on his arms. Parker almost stumbled as he tried walking to the infirmary.

Mrs. Tetslaff quickly supported him before he fell. "I may not be a registered nurse, but as the Gym Teacher, I have had experience with some wounds." She picked up Parker and carried him to the Nurse's station, while the others fell in behind. "How often does this happen and how fast do you heal?" she asked before the doors closed behind.

Tucker shuddered. "Maybe I shouldn't have spoken up."

Sam snorted. "Ya, think? I doubt he was going to hide the fact anyway—Although I'm surprised Tetslaff has a heart. What do you think, Val?"

Valerie sighed. "You aren't going to believe me if I deny it again?"

Tucker snorted. "Nope. We've known for a while now. Good job though on keeping the secret from others."

Sam elbowed him. "It is surprising how few secrets among humans are unknown by the ghosts. They knew your identity right off."

Valerie disengaged her suit and settled down on the grass. " I Hope Danny's going to be okay." A horn caught her attention. "Oh, my dad's here. Got to run." Off Val ran, trying to seek normality in a day that had been weird to say the least.

**Hope you enjoyed this latest installment of **_**A PHANTOM SPIDER**_**!! Bye**. (oh, still more to come, later)


	35. Coming Right Up!

**Disclaimer:** Obviously I don't own this. It wouldn't be fan fiction if I did—though the crossover has given me some wonderful tools and characters to play with.

Thank you, faithful readers for reviewing.

XXXV, Thirty-five, 35, Thirty-five, XXXV

Jonah J. Jameson was in a pickle. He enjoyed using the _Daily Bugle_ against Spider-man and a few of his costumed associates, but even this ill-tempered editor had to realize the web slinging costumed humanoid did help the people. With Jonah's main target gone, crime had gone up. Slightly, not very much, what with the behind-the-scenes friends trying to help out in Spider-Man.'s absence, but the increase was there.

Jonah barked at Robinson, the assistant editor for the newspaper. "Hey! Get a picture boy down at Manhattan. Seems the Green Goblin escaped from prison again." He turned towards Betty Brant, his secretary. "Get off the phone will you? I need to contact General Nick Fury and find out what crazy experiment has gone wrong this time!" Changing subjects almost with lightning speed, Jonah started hounding Eddi Brook. "What's the matter with you? I ask for pictures of the crime fighters, and all I get are blurs of color. Freelancers don't get paid unless I like and print what they bring me! Now get going—there might be a super powered fight starting now and I want to be the first to report it!"

The oldsters are used to Jonah J. Jameson's harsh treatment and loud voice. They continue working as if nothing is out of the ordinary. In truth, this is a normal scene at _Daily Bugle_, and those who can't survive a year working under these conditions and stress, wisely quite before long while they still have their sanity and health.

Meanwhile, thanks to J.J.J.'s habit of hounding authority figures he preferred working under, S.H.I.E.L.D. was quickly notified of the Green Goblin's nightly flight preference. For these agents, not seeing any unnatural fight between good and evil, in a month's time, was shocking and boring. They trained to help the Avengers and others when their presence was needed, or for public relations. After all, fighting aliens, invading armies—like Atlantians, or Dr. Doom's subjects—was not pretty or quick. There was clean up to do after battles and intelligence to be gathered before, in order to limit casualties.

It was these agents and warriors who managed to locate the Green Goblin's exact position.

Frustrated, the Green Goblin flew at night. His current flight zone was over Manhattan. Even this megalomaniac was angry at _Spider-man for staying out of sight when it was his fault that these incorporeal beings invade and take over New York City!_ To G.G., it didn't register, that Spider-man had been absent over a month before the ghosts showed up.

His helmet binged, telling Norman he was under surveillance—probably radar. At this point, the Goblin didn't care that he was no longer unnoticed. He wasn't attacking anyone, just looking for someone to fight. Normal humans weren't worthy opponents, besides, it was Spider-man who had always delayed him and ruined his world-take-over plans. It was Spider-Man who would pay.

Now, if only he knew what that annoying arachnid looked like under that all encompassing mask. It would make this revenge thing so much sweeter.

Ah, well. It didn't matter at this point, really. It was just a nice daydream that could get him killed. There was no way he wanted to follow Mysterio's untimely death. The fishbowl bad guy in awful purple robes had been fighting Dare Devil when he bit the bullet! If Norman was going to go down fighting, it would be with Spider-man and he would do his best to bring the blue/red figure down to hell with him.

_Ah, dreams are indeed what keep a man going_. Goblin thought happily as he finally decided to avoid running into the annoying S.H.I.E.L.D. characters. Being locked up or arrested—again—would really delay his plans.

XXXV, Thirty-five, 35, Thirty-five, XXXV

Back in the Ghost Zone, Perplexer held his hands to his ears. His head was spinning and the ghost was dizzy. Being in New York City, raising havoc, had been fun and enjoyable, but not when it cost him his concentration. _What's going on with me? These weird flashes are distracting_. At times, it felt like he was no longer listening to Plasmius lecture the others. Occasionally, he was fully in the Ghost Zone, being yelled at by one being or another, but most of the time, he was in a fog, an all-encompassing fog that kept Perplexer from understanding everything that was going on around him.

Spectra had noticed her associate's discomfort. The energy-draining ghost really preferred working with Bertrand, but the green, form-changing ghost wasn't "eligible" to fight outside Amity Park. So Plasmius claimed. The older halfa had enough power and strength to make the others follow his directives, so they obeyed.

Thankfully Vlad Plasmius wasn't as powerful as Pariah Dark—no that would be Danny Phantom's role once he understood and grew up some more. As it was, the younger, untrained hybrid had defeated the old ghost king once, for that most of the locals thanked him.

Spectra had heard rumors of several sections and groups deciding to worship Phantom, as a hero, because he saved them once from the ghost king who could bring war to all the shores yet again. Those ghostly skeletons keeping watch over the Fenton portal were an unnerving bunch, and she, along with many others, wished they would turn back to dust or go back to the holes they came from, but as long as they weren't aligning themselves against/for anyone, their presence could be dealt with.

Perplexer shuddered under another internal attack. If he was still alive, he'd say he was seriously ill, however, as a ghost, it was obviously something else.

The hooded, yellow skinned, ghost did not hear Plasmius dismiss the ranks, but he did manage to fly along side a few of the weaker fighters. Mainly, The Lunch Ghost lady.

"Oh, you poor thing," clicked the green skinned cafeteria worker. "It looks like you need some protein, and cookies are not what your body needs." She looked around for inspiration. "I know, Chicken soup. It always made me feel good, though cookies were my favorite, oh so long ago. Now all we need to do is keep Walker from seeing you in this state. The jailor has no time for illnesses or weakness."

The Lunch Lady gently picked up Perplexer and carried him over to the community beds. Those on probation, or recently released, called the empty rooms and beds, community property, because legally, it wasn't jail cell material, but it wasn't home either.

Walker had recently found the courage to return back to his base camp, after the scare he received in Wisconsin, but that didn't mean he was willing to go after lawbreakers if they escaped from his comfort zone. Bullet had done a marvelous job in his absence, and Walker's second in command could continue filling in for him on the outer reaches and in the human realm. The vendetta against Phantom could wait for now—though he would have to incarcerate the ghost hybrid soon, or the halfa would be too powerful to contain. Fighting Parker was not part of the plan, and as long as that particular human remained, his plans to make Phantom's life miserable would remain on hold.

Walker looked out the window and saw the Lunch Lady practically drag a fellow ghost in. Intrigued, he watched her, as she and her burden flew into an unoccupied cell, in the section of 'town' that was reserved for well-behaved inmates and visitors. "Hmm. Its not meal time, and there is no relative of the cook in jail, so why did she come around? She really prefers the company of the Box Ghost to all others."

XXXV, Thirty-five, 35, Thirty-five, XXXV

Box Ghost panted from exertion as he finally made it to Amity Park. He had almost been distracted from his ultimate goal by the presence of warehouse shipments, but managed to cut off his obsession with the cardboard boxes before the trucks turned around, putting distance between him and his destination. Though, resting in the piles of bubble wrap had been relaxing.

The Box Ghost tried flying through the town, but exhaustion caused him to fall down, prone on the ground. Groaning, the blue janitor picked himself up and began walking to Casper High. If he were to keep going, then he would need to find and locate an energy source.

Unfortunately, he couldn't access the ghost zone at this time—too dangerous to use the Fenton Portal, Wulf was absent, meaning no artificial portals, and he was too tired to slip in on his own.

Drivers along Main Street saw a stout, elder man—probably painter from his outfit and the fact he was covered in blue gunk—slowly wandering downtown, looking for something. No one, not even the passengers who could send the occasional glance his way, realized the person walking was a ghost and not human.

The Box Ghost made it to Central Park before he collapsed, unable to move farther. He noticed with some glee, that Danny Fenton and his family were in the park, but there was nothing he could do to attract their attention, so he waited, slowly loosing energy, but still filled with the will and desire to live.

Danny Fenton laughed at his father's joke. Jack was humorous, if one knew what to look for. Danny ended up falling backwards on the bench, and landing on the grass. "Ouch." He mumbled.

Jazz giggled—really she was too old for such immature actions, but seeing her ghost-fighting brother act clumsy was funny. Especially when it wasn't an act and he really misjudged the location of seats and tables, or was unable to stop laughing before he hurt himself. Thankfully, he didn't bruise easily and healed quickly.

Maddie shook her head as she walked back to the picnic tables, carrying their lunch in a basket. Jack whipped up the tablecloth, and with a jerk, had it unfolded and ready to be placed on the wood. Jazz spread the plates and silverware—paper and plastic, this once—while Maddie and Jack pulled out the store-bought and prepared meal.

Danny's mouth hung open. "Fresh fruits and vegetables? Pre-cooked chicken and sour-dough bread? Cheese and jello? Oh, at least there's soda and . . . wait, is that store packaged fudge cookies? What happened to the meals prepared in the oven and microwave?"

Maddie Fenton removed the goggles from her face. "I thought about using our ectoehanced stove, but considering all the accidents that happen, this was much faster and easier." She frowned at her boy. "Please get off the grass and wash up—its almost time to eat."

Danny stood up, wiping the grass stains off his clothing. "Okay, okay," he said as he headed towards the restroom, using a shortcut through the bushes. Along the way, his ghost sense went off and he immediately crouched down, prepared for an attack on his person.

What Danny Fenton did not expect, was the weak voice coming from right beside him, calling for help. "Whoa, Box Ghost, you don't look too good." For his annoying opponent was loosing color, and fading. "What can I do to help, since I really don't want your death on my conscious."

Box Ghost smiled at that. "Need home," he whispered between coughs. "Or ghost energy."

Danny thought about that. What did ghosts eat anyway? He mentally searched through the files he had made of ghosts met, and could think of no true friend or ally who could answer the question in time to save the Box Ghost. "CUJO!" Fenton called in desperation, knowing the glowing ghost puppy would hear and show up. In fact, almost immediately the hyper animal arrived, and jumped all over Danny. Laughing, Danny said, "Down, boy" and watched in relief, as the trained dog immediately sat down.

Cujo just happened to sit on top of Box Ghost, and in retaliation, he found the energy to grab hold of the black, spiky collar. Cujo growled in response, but seeing the creature at the other end unresponsive to the threat, he stood up and ran back the way he came, ears listening for an admonishment from the halfa. None came, so Cujo decided he was allowed to do as he pleased to the attacked ghost and dug a portal back to home, where no humans would interfere in this fight.

Box Ghost let go soon after being dragged into the Ghost Zone. He took several deep breaths and begin regaining color, though it would take a while to fully recharge. At least he was no longer in danger of disappearing forever. Before he found the strength to release himself from Cujo's collar, the dog did get several good scratches and bits thrown in, thus making him the winner in the tug-of-war.

XXXV, Thirty-five, 35, Thirty-five, XXXV

It seemed the entire town had retreated to the mall for either lunch or a snack, as there were no empty tables, and almost every seat was taken. Nasty Burger was going strong today, as at least half the trays had something from that particular fast food restaurant on them. Most of the teenagers glared daggers at Leyland as he approached, with his food, so he stepped back and looked for another place to sit.

Mars Leyland slowly approached Damon Grey and his daughter, Valerie. The African American female sat next to Star and was laughing with the cheerleader at something. Mars didn't know what.

He cleared his throat. "Excuse me sir, is this chair taken?"

Damon glanced up from his meal. "Its free." Star noticed when Mars sat down and immediately stopped laughing.

"What are you doing here?" Her blue eyes narrowed.

"Eating my lunch." Mars calmly replied, biting into the tofu burger. He made a face. Commented, "Now I can see—or, rather taste--why most teens avoid the health food items available."

Damon snorted. "I don't understand how you kids can eat that stuff. Then again, I was a picky eater as a kid."

The television in the corner of the food alleyway, turned on, blaring loudly causing several young people to wince from the white noise as the network searched for a clear connection. "This just in from The Big Apple. BREAKING NEWS!

"Captain America, assumed dead after being attacked by an unknown person, is alive and well, fighting along side the Avengers yet again. There was also a citywide crisis when unidentified creatures, or aliens, attacked and controlled the power grids along with other infrastructures. Here is recorded coverage of a few of the varied attackers. You might notice their unusual colorization and powers."

Broadcast on the television, on all the major networks, a series of pictures and films were shown. Many showed floating characters that were instantly identified by Valerie. There was a blue man shoving boxes around. A green humanoid in a white lab coat, building something out of spare computer parts before he slipped back into the exposed wires of the street lights. Flying meat monsters, made with puréed, processed yet uncooked meat as the lady in pink directed their movements towards schools at recess. Several black shadows, a few with red, glowing eyes, one with purple flames for hair—he also carried a sword and waved it around, keeping everyone at bay. Also, a grey mechanical hunter aiming rockets at zoos and swooping in, bagging the rarest animals while leaving the rest stunned, and human guards baffled at his escape through the walls themselves.

Valerie was stunned, and couldn't find her voice for critical seconds. Those microseconds were all that were needed for the majority of the crowd to start talking about the fact America's Hero, and war veteran, was alive. Many families wept aloud at that news, while not paying attention to the rest of the broadcast, or exclusive coverage.

Valerie allowed her dad to control his reaction at Cap's recovery before speaking. "Dad—those were ghosts. Amity Park Ghosts. You know how only Phantom's been seen lately, and how there have been no attacks lately. Well, now we know why—they were immigrating to New York City."

Mars spoke up. He had discarded his tofu burger and was finishing off the fries and chocolate milkshake. "They were in New York—or didn't you hear how the newscaster said, controlled, not in control. Her tone when she spoke of the crisis wasn't hysteria, but astonishment. They ghosts had their fun, then left. Why, I do not know, nor do I care."

Star accepted the explanation—and seeing, Valerie was trying to persuade her dad into letting her help, she agreed, yet disagreed with her comment. "I suppose so," she said, loud enough to capture the attention of nearby tables. "Though, both Axion Labs and the Dalv Company should have had experimental technology in all the major cities for just such an attack.

"Even the Fentons would have been a welcome asset, but no one's believed them and everyone seems to think they are misguided idiots."

Valerie stopped arguing, thoughtful.. "You're right, Star. I won't be able to defeat the ghosts by myself, but if enough back-up—"

"Whoa, hold up, young lady. I never authorized your skipping classes to attack ghosts. Now, if they were in Amity Park, then I would be behind you, but we are not in New York City. Let the experts take care of their problem."

Peter Parker snorted, causing several people to jump up and turn around. Damon shook his head. _How was the teacher able to sneak up like that?_ he wondered. "Do you have something to say?"

The brown haired/eyed teacher tilted his head. "Not really. Just a comment on Star's and Mar's side conversation: Phantom seems to be the major force keeping these ghostly advisories in line. Shall we see what he has to say before we go off, fighting his war?"

Damon took a good look at the short, Caucasian adult. He had a massive bruise on his arm, and seemed to be moving stiffly. "Did you get into a fight?" he asked, concerned for the welfare of all people younger than him—especially teachers who didn't buckle under the system or give up.

Parker snorted. "Nothing I couldn't handle." He waved an arm dismissively, but winced when he raised it above his head. "In fact, there might be a fight brewing, that away." He spun on his heal and marched in the direction he half-pointed, almost on a straight-line for Dash Baxter and a few other football players.

Valerie pulled out her glider and stepped up, pulling Damon and Star up, along side her, before flying for the doors and heading outside; searching for one elusive Phantom, the ghost she swore to kill once.

Mars was left behind for several reasons—mainly because the board was already overloaded, but also because she still had feelings for the Fenton boy, but also due to the fact her dad did not appreciate strange kids fighting with his only daughter. Father's instincts and all that jazz. The weight and room was the only conscious reason Valerie didn't bother asking if he wanted a ride. A rude gesture, but effective in its own way.

XXXV, Thirty-five, 35, Thirty-five, XXXV

Jazz glared at her brother when he finally emerged from washing his hands. "That took a while." She hissed. Their parents looked on, wondering.

Danny waved away the concerns. "Not to worry, Jazz. I thought I saw the Crate Creep, and took a slight detour around his prone, unmoving figure. On the way back, I found it was just a weird shadow."

He sat down, across from Jack. Maddie sat on one side, Jazz on the other. "So, what's for lunch?" he asked.

Maddie grinned. Her boy was amusing. He had glanced through the basket and commented on the food, and now was asking what was available? Danny was dense at times, but she didn't think his skull was that thick. "You'll find out after the prayer."

Jack bowed his head. The others followed suit and closed their eyes. _In Jesus Name, we gather at the table to eat and Drink upon God's Word. God to honor, us to aide, we eat this food in Jesus name. Amen._

Jazz dumped jello on her plate before picking up a leg of chicken. She added an apple and a banana. Danny immediately grabbed the chicken and piled beans on his plate, adding only a tiny portion of jello. Jack Fenton tore open a package of crackers and arranged them on his plate, before adding sliced cheese, then topping off this first plate with a cookie. Maddie daintily put grapes on her plate, added a chicken leg, tore off some bread, and grabbed cheese. The salad was left untouched at the moment, but it too would be devoured before the day was over.

The family of four had a wonderful forty-five minuets, eating and drinking merrily, while exclaiming how thankful they were that the awful Venom character was unable to hurt any of them permanently.

It was a truly delightful little meal, and would have been remembered by all, as part of a perfect day, except circumstances decided to throw a wrench in the plans.

The obstacle, in this case, was the added presence of Vlad Masters. Danny tensed up when his arch-foe appeared, and Maddie's eyes wrinkled in the corners, but Jack took no notice of his family's apparent dislike for his college best buddy. Even Jazz scooted away when the multimillionaire showed up and sat down without an invitation.

"Ah, so good to see my best-friend and his family enjoying themselves on such a warm, pleasant day." Vlad's voice and tone were silky smooth, to match his words, but the two teenagers were not fooled by his attitude. The elder halfa knew it too, but kept up appearances. "It's been a while since the reunion. You two have grown up too fast."

Jack grinned. "Hey Vladdy! I was just going to mention you. Did you know that Maddie and I were working a new invetion? The purpose is to detect ghosts and depower them temporarily so the kids can sweep it up with a Thermous."

Jazz and Danny traded glances while Vlad paled slightly. _Okay, so their dad wasn't that obvious, but why was he talking about the Plasmius Maximus? _Ah, well, if it got him out of their hair, the kids didn't mind.

Vlad made a hasty retreat. Once he was out of sight, Maddie spoke up. "Dear, we already have the ghost locator, but I'm afraid its impossible to turn a ghost defenseless. Though, the Thermos part might work, do we really want our children involved?"

Jack grinned. "See, that's the beauty. If Jazzy-pants and 'Little Badger' have the thermos, then no ghost will be able to attack without being captured." He tapped his chin with another cookie. "Though, you may be right about the other part of the plan."

Danny swallowed hard. His dad did not just refer to him as "little Badger". That was Plasmius' nickname for Phantom/Fenton. It was never mentioned when others were around. Jazz's head hit the table. How she hated the nickname "Jazzy-pants." Even Jasmine was preferred over that.

XXXV, Thirty-five, 35, Thirty-five, XXXV

Logan slammed the doors to the Mansion in his haste to reach Charles Xavier. The kids and young teenagers all scrambled out of his way—no one wanted to cross his path, not with a scary face like that.

Logan, a.k.a. Wolverine, barged in on the Professor as he sat, in his wheelchair, talking with Dr. Bruce Banner, who lay on the couch. "Ah, good afternoon, Logan. What can I do to help you?"

Logan plopped down in a chair next to the desk. "Please tell me you saw the news."

Banner sat up, startled. "You mean the interview was played?"

Logan nodded, wanting to tear something apart. "Yes. Now the world knows Captian America is alive and kicking. I thought the plan was to keep his status secret until later."

Charles sighed and leaned back in his seat. "I wish it were possible, but with everything that's going on in New York State and elsewhere, Fury decided it was time to reveal the truth. There is nothing we can do."

Logan, nodded. Harry Osborn ran in, panting. "Sir, if you'd waited, you would have seen something else; something more revealing." He said to Logan.

"Like what, pipsqueak?"

Harry continued speaking in short gasps. "The ghost crisis. I didn't realize they could be so influential, or numerous. I mean, we all hear ghost stories as kids, but those just haunt and scare people—not destroy property and stuff."

Charles wheeled himself into the living room, where the coverage was being replayed. Most of the Mansion staff and kids—most mutants—watched the news in shell-shocked silence. Xavier spoke for them all. "Interesting. Scary too. Perhaps we will unite once and for all."

XXXV, Thirty-five, 35, Thirty-five, XXXV

**THANK YOU, **TallieCat, SpartanCommander, _JC_, HikaruOfDreams, and Hordak's Pupil. **I ENJOY YOUR COMMENTS (OR FLAMES, IF YOU HAVE ANY)**


	36. WAR approaches

**Disclaimer:** Not the original owner. I write for fun and enjoyment—hope you like (or hate) this chapter enough to review.

Chapter thirty-six (XXXVI) of A PHANTOM SPIDER!

Dare-Devil dropped in on the Superhero meeting unannounced. Most of the costumed vigilantes in attendance, here at Hell's Kitchen, were minor crime fighters. One or two might have been Avenger material, or even back up for the world team, but like the White Tiger, they preferred working one on one, saving their hometown.

Ghost Rider acknowledged the red-clad hero's entrence. "Sorry about using your land for this meeting, but it's one of the few places we know are safe from Spider-Man's enemies—no one will visit Hell's Kitchen without an invite from you."

DareDevil stood up from the crouch he had landed in. "Actually, I have news. Does anyone have information of this Sheol character?"

The White Tiger shook his head. He had been chased shortly after filling in for S.M., but that was it. Nearby, Iceman—a mutant from the X-Men team—spoke up. "The Mansion grapevine says he's a powerful assassinator. Rumor has it Sheol only attacks the highly placed and powerful humans."

Wolverine—also on loan from Xavier's school for gifted children—nodded to confirm the news. "Haven't met the guy, but he did attack the Cap. Yes, you all heard the news right, Captain America is alive and well."

There was a huge uproar at that statement—most of these small-town heroes had a notion of the number of death-defying stunts the Avengers and other Superheroes (like the Fantastic Four) faced, but to realize death had been cheated again was shocking. It gave more power to the rumors that those like Thor were invincible. Rather, Iron Man, since Mr. Stark's bodyguard had been seen recently, and the Asguard Thunder god had gone missing. Hulk had been grievously injured too, but not too many were concerned about the Green Monster, seeing as he was not a team player.

Moon Knight grinned wickedly. He turned the conversation back to a previous topic. "So, Dare-Devil, what news brings you out of solitude fighting?" The warrior made a huge circle with his hands to encompass everyone in this unlikely meeting.

Daredevil let his teeth show in a feral smile. "He's gone too far. Taking refuge behind Kingpin and siding with last week's non-corporal attackers." His hands were quickly raised to calm the crowd down. "Sheol used a phasing technique to hide his weapons on himself. Ingenious really, but too similar to the techniques used by the unstoppable invasion. I'll talk to Reed Richards, to see what he can find out about Dalv company; see if they suffered a break-in, or if Sheol is legally using their products for unethical reasons."

Wolverine traded glances with Iceman. "We can take a message to Charles Xavier too, if you think that will help." The older mutant volunteered.

Dare-Devil nodded. "That would be good. Someone also needs to notify General Nick Fury—he's not going to be happy about the fact weapons can be smuggled on board, or passed to the incarcerated inmates. At least, the Green Goblin doesn't seem inclined to use this technological break-through, but if Octavious Octopus can recreate it, then hello Apocalypse."

Since D.D. didn't have a sense of humor, that last statement only verified how powerful this phasing technology was.

**Goodbye NYC: Hello Amity Park**

Parker leaned against the mall wall. Keeping Dash Baxter from actively hitting upcoming freshmen, geeks and nerds, was not a fun prospect. Preventing fights was challenging enough at Casper High, but to watch the Football Jock outside school functions was overstepping the teacher's bounds.

Parker realized this, but he'd gotten into similar habits as Spider-Man. Though, New York City, more specifically, Manhattan or the Big Apple, had enough crime that he couldn't cover everything. In this small town, Dash would soon feel harassed and take drastic steps to remove the adult presences in his life.

It wasn't his job to push kids away, but his instincts were to protect him. In some respects, it was harder to let the teenagers to learn from their mistakes than to keep them from making them. Picking fights with those who would one-day be better off was a major mistake that could cost him dearly—if the targets didn't break the law to satisfy their need for revenge or justice.

In the few seconds Parker had closed his eyes after leaning on a wall in the busy food court, Dash Baxter had retreated to a nearby shop and actively browsed the clothing and other items for sale. For now, he ignored the presence of other Casper-High students.

Peter's brown eyes scanned the crowd before him. Barely opening his eyes, or slitting then shut, worked wonders at times. Right now it brought into focus, the edges of the crowd and he could scan the corner of his vision with less effort. The cost of this advantage was a lack of sight right in front of him, but his Spider-sense would protect him from most threats and alert him if the danger grew.

All Peter Parker knew at this time, was something was off. Not dangerously so, at this particular time, but it could escalate into a fight, given the right circumstances.

Hmm. It had slowly popped up after Valerie Grey left with her Dad and friend. Coincidence, probably, but she was the Red Huntress, even if no one else was connecting the dots. Had to have been something in the water, because seeing hovering boards was not common in this town.

Or maybe, it was the food. Either way, there was no way everyone was ignorant as to the identity of the young Red Ghost Hunter. Though, no one had noticed her leaving and flying over their heads. Perhaps a ghost power had been incorporated into her suit, making her invisible when she chose? That didn't make sense, because Parker saw her take off and leave.

Then again, she did go right after the News Report, and everyone had been taking about familiar attackers in New York City—along with the fact Cap was still alive. Combined, it may have been enough to distract them enough that they didn't notice the flying group.

Parker sighed. There was no good explanation for this mystery. He let curiosity rule and followed the faint touch outside, where the storm was brewing. The 'danger' was pretty weak, and the trail almost impossible to track, still, the science teacher pursued the feeling.

CHANGE OF VIEW/LOCATION

Mr. Lancer sat behind his desk, grading papers. It was his way of letting the thoughts wander. As the main English teacher, and an unlikely substitute, he had learned how to read and decipher handwritten work. It was a chore, but no less than the duties of Vice Principle.

This time, instead of wondering what would happen in the upcoming Winter Break, he found himself amazed at the enigma the Replacement Science teacher became. Lancer thought he had understood the young adult's position, but now realized he had underestimated Professor Parker's determination. It was doubtful that anyone else was as good as leading a double life as Parker had proven himself to be. Granted, there wasn't any real need for Spider-Man to appear, which reduced the stress and limited unexplainable absences, but still, the New Yorker was definitely from a different cloth.

Mr. Lancer slammed the papers on the wooden desk. The satisfying thump was absent, but at least nothing broke. Pencils and pens tended to shatter or scatter when they were dumped on the table. He grabbed his empty coffee mug and stomped to the Teacher's Lounge for a fresh cup.

At least Mrs. Tetslaff was absent. Though, she may have been talking with the non-existent school nurse. Honestly, sometimes Mr. Lancer thought the gym teacher took it upon herself to see how many roles she could fill and still be effieient. Thankfully, most of the teachers had basic First-Aid training—anything worse than a minor cut or scrape should probably go to the hospital anyway.

On his way back to the office, Mr. Lancer bumped into Mr. Falluca. "Sorry, I didn't see you there, Falluca."

The short adult glared through his think glass lenses. "No one ever does, Rob. That's one thing I dislike about being short."

Rob Lancer sighed. "Perhaps. I'm happy at the absence of Principal Ishiyama, but perplexed as to Peter Parker."

Falluca nodded. "Same here—though I'm not surprised at the lack of effort on uncovering secrets in this town. Seems almost everyone has one, but no one wants to know the real person." He shrugged and followed Lancer back to his private office. "Tetslaff shrieked when she saw a ghost in the library. I think he was looking at the classics."

Rob Lancer dropped his keys and tore off towards the library; headless of the fact Laraine Tetslaff might be encountered. "_Mark Twain!_ Not the classics!" Oddly, his capped cup of caffine remained in his hand, and did not spill during the run to a perceived refuge.

Behind him, unseen, Falluca shook his head. It didn't take much to trick Lancer—seeing him run towards something instead of away was a treat in itself. At least this prank would not leave any traces.

Rob Lancer was panting by the time he pushed his overweight body through the double swinging doors. Headless of the librarian's glare and demand for both silence and a walk, Rob almost slid past the dusty Classics. There was an individual browsing the books, but he looked almost human—if one didn't notice the faint glow and pointy ears.

The not-quite human glanced up from the book he was taking notes out of. "Can I help you?" he asked.

Lancer stepped back. _Psalms and Proverbs_, there was a ghost in the library. "Are you harming anything or anyone?" he retorted, completely covering up the stuttering caused by facing a ghost alone.

Apparently, this ghost, wearing a purple coat, and caring a scarf, still noticed his fear. "My passion is writing. I'm out of my depth right now and needed some info on a story in progress—cultural things mainly." His glowing eyes were similar to Phantom's in color, but they weren't as intense or as frightening—the appearance of the rest of him more than made up for the lack. "Actually, I need to speak with Phantom."

Lancer growled. "Phantom has no respect for books! He seems intent on destroying everything. Why do you need to speak with him?!"

The ghost was taken back—so much that instead of stepping away, he started floating up and through the shelves. "I have a warning for Amity's Protector. Plasmius is trying to take over the world, but he's decided raising the Ghost boy as his own is useless. I'm afraid Plasmius has gotten power hungry and a few of my colleges have banded together in an effort to discover if he is following in Pariah Dark's footsteps.

"Phantom was able to defeat the Ghost King the last time he showed up and has only gotten more powerful since. He's our only chance at disbanding from the 'Martial Law' that Walker has imposed recently. Please, tell Phantom we need his help."

Message and cryptic warning delivered, the old-style clothed ghost turned invisible before retreating back to the Fenton Portal so he could go home. He left the book he'd been looking through, on the shelf. Lancer picked up the dropped item and glanced at the page the ghost had been examining. "_The rise and defeat of Kings from all ages?" _

Rob Lancer placed the history book in its proper place. Regardless of his personal feelings on the matter, someone had to be told. Phantom really did do his best to protect the town, despite damaging property and destroying parts of the town when other ghosts came to fight.

ESLEWHERE

The Box Ghost approached the Lunch Lady. "My dear, what are we to do?" He wasn't speaking of Perplexer, who was sleeping off his attack.

The Lunch Lady slapped her ladle against her apron. "I don't know. Cookie?"

Box Ghost took the dessert and munched on it, thinking. "Beware!" He yelled at encroaching shadows. He wasn't fully healed from his run across America, but The Box Ghost was indisputably feeling better. Lunch Lady shook her green-skinned head. She didn't know what was happening, but something bad was coming up.

BACK IN THE REAL WORLD

Daniel Fenton tagged Jasmine and ran to tackle Jack. The Fenton family was playing Freeze Tag—if adults could play without looking silly, it was Jack and Madeline Fenton. Maddie stood up from the rock she had been crouching behind and touched her daughter's outstretched hand.

Danny was fast and observant, she had to give him that. He put on a burst of speed, let Jack know he was 'frozen', by slapping him hard on the orange hazmat suit, and quickly turned to tag Maddie before she could spin around to escape his touch. Jazz didn't last long, because her long hair was gently pulled as she sprinted away. Danny smiled after freezing Maddie. "I win again."

Jazz panted and glared at her younger brother. "Cheat," she hissed shortly before Jack came ambling back. Maddie shook her head in silent disbelief. Hard to believe someone who didn't take gym seriously could do so well in the physical games.

Before she could comment on that, an ominous beeping came from one of the untested weapons and malfunctioning gear that lay abandoned on the picnic table. "Is that a ghost warning signal, or something else, dear?" Maddie asked of her husband. Jack was able to keep all the ghost-hunting items straight, and could instantly tell the difference between ghost appearances and ghost attacks, just by the sound of the beeping on various items.

Jack scratched his head. "I'm not sure, that particular warning never came up." He picked up a Bazooka and passed the Foamer to Maddie while Jazz picked up the Ghost Peeler. Danny didn't pick up anything, but he did prepare himself for an attack—either offensive, or defensive.

Off to the side, sharp, glowing claws appeared and proceeded to tear apart space itself. Jack and Maddie pointed their weapons at the incoming ghost, but Jazz just dropped her arms to the side while Danny calmly stepped in front of his parents, obscuring their line of fire.

Out of a temporary hole into the Ghost Zone, stepped a green-furred wolf-human. He sniffed the air and showed dripping, white canines before dropping to all fours and approaching the boy. "FRIEND!" he growled.

Danny laughed. "Hey, Wulf, glad to see you, too." He sidestepped around the huge wolf, and scratched the ears, just above the black nose and eyes. "Mom, Dad, this is one of the good ghosts. Wulf won't attack anyone."

Wulf, the wolf, grinned. "No," he agreed, struggling with the English Language. "Danny friend. No attacking friends." He stood up on his hind legs. "Must warn friend, evil coming. Big evil. Others know too." Wulf stepped back and turned to go back into the ghost zone. "Follow? Danger, need help."

Danny shrugged and would have stepped after the animal, but Maddie grabbed his arm and held him back. "Just one second, young man. You are not following any ghosts. I don't care how friendly they seem to be." Jack nodded his agreement.

Meanwhile the clawed portal began shrinking. Wulf stuck his head through and pleaded, "Help!" before pulling his head back and allowing the passageway to close.

Jazz sighed. "If Wulf is asking for help, then Danny's assistance is needed. Can you let him go, or will you insist on coming with?"

It was the parents' turn to sigh. "Jazz, you and Daniel are just kids. We can't allow you to fight unassisted, and we really don't want to have you two fighting at all. Still, this raises some questions, and your father and I need answers."

Danny frowned, then slipped out of Maddie's grasp. She gasped. Jazz shook her head, while Jack pulled out the Fenton Finder and attached it to the Ghost Gabber. Danny groaned when he saw the two items.

The Gabber groaned, then intoned "Fear Me" shortly before the Finder whispered in its female voice, "you'd have to be some sort of moron to not notice the ghost directly ahead."

Danny rubbed his arm. "Yeah, I do have something I need to show you." He took a deep breath then transformed into Phantom. Meanwhile, the Gabber repeated the sentences, almost perfectly—with the exception of two added "Fear Me" statements.

Jazz just slapped her forehead. "I don't think this is how you wanted to reveal the secret, little brother."

Danny shrugged. "I needed to tell them sooner or later, and this is as good as time as any—what with the missing appearances of my enemies."

Before Jack or Maddie could react, the Red Huntress came gliding across the clearing. She hopped off her hover board and approached Phantom—their ghostly son—weaponless. Actually, she had several pink guns on her red outfit, but none were in her hands, which were slightly raised away from her body. "Phantom. I know I've promised to destroy you, but there's a problem. Can you help me?"

Phantom nodded; there was trepidation in his eyes as he watched the Red Huntress approach. "Sure. What ghosts were you cursing now?"

Red glared. "The ones that attacked New York! Something's up and I need to know what, so the world is safe." She pointed a finger at him. "Don't worry, this isn't the start of a beautiful friendship—I just need your acquaintances and power."

Phantom started floating up. He headed towards the Fenton Residence. "The quickest way to New York should be via the Ghost Zone. It'd take too long to fly straight across North America, and I need to round up a few 'acquaintances' as you call them." He leveled off at tree top height and zoomed across the sky, with the Red Huntress right on his tail.

Now with their mouths and bodies working again, Jack and Maddie turned towards Jazz. Their red-haired daughter had a sheepish look on her face. "Um, opps?"

Meanwhile, with Phantom gone, the Gabber and Finder fell silent. Somehow, Jack's fiddling with the machines caused them to record the conversation and power levels emitted by the unhidden Phantom.

. . . . . . . . . . . . . . . Thirty-six . . . . . . . . . . . . . . . . 36 . . . . . . . . . . Thirty-six . . . . . . . . . . . .

Lancer drove by the Fenton home. They were the resident ghost hunters. They had been here longer than Phantom. If anyone knew anything about that particular ghosts, it would be them.

He stopped the car and stepped out. Perhaps they were still celebrating their safety. It didn't matter, really. He had a note to deliver, and this was the best way to contact the Fenton family. Mr. Lancer paused in shock when he saw Parker stepping up to the front steps. "What are you doing here, Parker?"

Peter glanced at the V.P. Brown eyes searched the sky for something. "Getting closer." He said cryptically.

Lancer sighed. That was worse than the warning he was to pass on. "Is whatever you're searching for dangerous?"

Parker's head shook. "Not yet." His head tilted back as he spied movement. "Huh, Visitors."

Phantom and the Red Huntress touched ground. "Um, why are you two standing around like you've seen a ghost?" Phantom began sinking through the asphalt roadway.

Huntress waved her arms. "Stop with the puns! Do you have a message, or are you two just hanging out?"

Peter Parker grinned. Lancer slowly stepped back. He did not want to be anywhere nearby when the inevitable fight between Phantom and Red broke out. "Actually, I have a message from a ghost. I think he was warning about Plasmius? Pariah?" He shook his head. "The name doesn't matter. The Ghost mentioned you, Phantom, are the only one powerful enough to stop him and they need your help."

Phantom blinked. "Okay, but I'm not sure how I'll be able to help, since Red's recruited me to fix a problem in NYC."

The Fenton Speeder roared up. The side, and passenger doors opened up, allowing the humans inside to rush out. Jazz slid to a stop, almost slamming into Parker. "Professor, I didn't see you." She turned on Phantom, shaking her fist. "Don't you even think about leaving without back-up. You will need our help, eventually, and there are transportation issues." She pointed to the Speeder. "Now, climb in both of you—if New York is suffering from a ghost attack, then New York will be invaded by Amity Park's Ghost Hunters/Defenders."

Peter Parker smiled. "Just you five, or is there room for others? New York is my home."

Jack approached and pounded the teacher's back. "We'll take all the people we can get." He joyfully announced. "Mr. Lancer, care to spare a few students? I've got Fudge. Lots and lots of it."

Lancer made a face. Chocolate was not his favorite treat. He didn't even like it as a dessert. "Thanks, but I've got papers that need grading. If I find anyone who wants to fight for humans, I'll be sure to send them over." He stepped back into his care and drove off—leaving the perplexed group of people (and ghost) behind.

**Thanks to: **Em Phantom, SpartanCommander, _JC,_ HikaruOfDreams, and Hordak's Pupil. **Your reviews are awesome, and I appreciate the fact you take time to let me know what you think.THANKS**


	37. Plans made, alliances declared

**Disclaimer:** I am not Butch Hartman, or Stan Lee. I am also not a part of their immediate, or extended families.

Quacked Lurker proudly presents

Chapter 37: XXXVII

Of _**A Phantom Spider**_!

Tucker Foley sighed as he followed his best female friend, since the sixth grade, around town. Honestly, he could hear the screams coming from the Manson mansion right after the television broadcast aired. He'd been across the street, listening to music as he walked to the park. Sam had run out, slamming the French doubled doors open and she immediately pulled him out of sight of her home and range of her parent's voices.

"So, why are we going to find Danny? He already knows this stuff." Tucker argued once they reached the untrimmed, bare thorny bushes that lined the outskirts of town.

Samantha Manson huffed. "No. There is no way he or his family heard that Captain America is alive. Besides, if Jack Fenton knew ghosts were in New York City, we'd know it because Danny's dad has an obsession with ghosts."

Tucker's arms crossed and he stepped back, refusing to wade through the living barrier. "True, I'll grant you that. But how do you know Danny doesn't know or hasn't heard yet?"

Sam turned and glared, not caring that her brightly colored jacket was catching on thorns and tearing as it brushed the branches. "Because the Fentons took the day 'off' to celebrate being alive, and survive a non-ghost attack." She gave the African kid a grin that held traces of a smirk. She changed tactics. "Valerie flew off this way not too long ago—as Red."

Tucker's brown eyes lit up and he removed the red beret to smooth out his curly, hat hair. He charged forward. "Well, then. Let's go."

Sam stepped aside and let him lead. Before both stepped into the living maze, a soft twang came from behind them and something small, grey and taunt latched onto Tucker's back. She stumbled forward slightly as something hit her in the back. Both young teenagers were yanked back.

"Hey!" "What?" Sam and Tucker found themselves dangling in the air, hanging from the Spectra Speeder. They looked up and saw Parker wave at them. Mouths dropped in astonishment.

Peter Parker was barefoot—not so unusual. He was upside down. Different. Walking along the bottom of the Fenton Ghost Assault Vehicle, as if this were normal for him. Seeing the Science teacher unaffected by Gravity's pull, nor blood rushing to his head, making him dizzy, was the shocker.

Tucker slapped his forehead, barely missing his black, wire glasses. "Duh, Parker is Spider-Man."

From above them, Peter started pulling them in. His voice was cheery. "I thought you said you had proof. How come this is so astonishing for you?"

From behind him, Red poked her helmeted head out the open door, looking down at the live catch. She remained silent, wanting to hear this. Phantom phased his head through the floor from the Driver's cockpit. He'd not been told the specifics of the images either.

Sam glared at Tucker. She made a move to grab the ever-present PDA from the tech-geek, but that only caused the two of them to twist in the air. Tucker fumbled with the pocked that contained the Personal Digital Assistance. He pulled it out and pressed keys too rapidly for others to follow. He grinned when he got the image he wanted.

Tucker waved his most important possession. "I do. Actually, I don't." He shook his head, confused. "Anyway, it's the photos taken by Peter Parker and posted by the Daily Bugle. All of the images are about Spider-Man. Not all of the angles are humanly possible, and some of the close-ups were from places barricaded off, or impossible for a normal to get too in time. Everyone knows Spider-Man vanishes when he can, and the battles move around too rapidly for most people to follow—unless they are in a helicopter or relay." He shrugged, reached his hand up to touch the cold metal.

Parker scrambled up into the 'main hanger', laid down, grasped Sam's outstretched arm and pulled her inside, then reached down to release Tucker from the perilous position of being beneath the Fenton vehicle as Jack turned the Speeder around and flew it towards the mall. He nodded after standing up and closing the side door. "Hadn't thought about that. I never thought my own pictures would give me away, but . . ." He too shrugged before facing the door in the wall that separated cabin and storage in the Speeder. "Back to the Fenton armory?"

Maddie shook her head. "No, we need to pick up a few more people." She spoke into the helicopter headset she and her husband wore. Nodded in conformation of the information relayed. "The eight of us aren't enough to protect even a fraction of the City. Unfortunetly, we can't pick up just anybody."

Jazz stepped through and sat next to Red. Valerie scooted over to make room as Sam and Tucker joined them in the back seat. "Any ideas, Val?"

Red glared, but mentally ordered her suit to retract. She folded her arms. "No—other than my dad, but he's got commitments here. She glanced at Parker who didn't seem surprised at her identity, then put more power behind her glare as she stared at Danny Fenton's friends. "My secret. . . ? How!" Valerie demanded.

Peter Parker raised his shoulders, dropped them. "I just knew. Keeping my secret hidden—trying to, actually—has allowed me to make educated guesses to others in similar situations."

Phantom chose then to phase through the ceiling. "The ghosts knew almost immediately. There are quite a few gossipers among those that don't visit the human world." He stepped back, hands raised in a defensive move, trying to protect his head. "I swear, I didn't say anything to anyone!"

Another shock. Valarie didn't immediately go for an ecto gun and start shooting at the halfa (though, Sam thought, only three people in this flying truck knew about that). She just made a move to finger swear, but the disproving frown from the teacher put an end to that motion. She snorted, leaned back in her seat, as the vehicle dropped down with a stomach-wrenching lurch.

"We're here!" bellowed Jack as he jumped out of the driver's seat and ran towards the side door. "Time for recruits." His massive hands rubbed together with glee and his sudden appetence startled the crowd of people who stepped outside to see the flying monstrosity. Hands cupped to his mouth, similar to a director's cone, Jack shouted: "Who wants to kick some ghost butt?"

Stunned silence, then approximately half the teenagers ran back inside, trying to escape from the crazed man, while young adults slowly stepped backwards as they circled to their cars or headed home, not daring to turn their back on Jack Fenton.

Mars Leyland, was one of the few that stepped forward, intent on meeting the challenge, while Scott and Dash Baxter remained frozen. Fenton was a big man, and if they fought him, it would not turn out well for them. The football fanatic family knew that, so did their best to remain out of thought.

Damon Grey approached the Fenton parent too, but for a slightly different reason. "Is my daughter with you?" He asked, concern evident in his tone.

Valerie unbuckled her seat and stepped around the orange mountain-like man. "Yes, I'm here. I'm offering my services to help protect others." She refused to back down and made her stand, even if it put here on opposite sides with her only surviving family member.

Damon grinned. "Then I'll join." He stepped up and shook Jack's hand. "So, what needs to be done?"

Jack grinned. "That's the spirit!" He thumped the African American, accidentally shoving the man into the back of the Speeder. Mr. Leyland scooted in before he could be hurt by Jack's enthusiasm.

Parker shook his head. This was starting to feel surreal. "Does anyone else feel this is going too smoothly?"

Phantom paled slightly before trading quick glances with Jazz Fenton then the two strays that had been picked up earlier. "I hadn't. If Nocturne has caused us to fall in a deep sleep again, the only thing that will wake us up, is if something shocking happens." His features hardened. "Then again, when the black sheep/shadow ghost attacks, my experience shows it tends to be a pleasant dream and your strongest desires/hopes coming true."

Jazz spoke up. "The dream for each of us was different, and no one was able to interact, so I'd say this is really happening."

Tucker scowled. "Unless it's a nightmare come true—but I know my nightmare, and this isn't it." His face brightened for a second, as he smiled. "No idea what powers Pariah Dark has, but Fright Knight won't attack without reason." He made a face and frowned after he spoke his piece, obviously unsettled by the images brought on by those names.

Damon Grey shook his head. "I won't ask." He promised. Mr. Grey almost stumbled and hit his head on the hard, metallic wall as Jack took off without warning, but Parker's steady grip held up upright for the duration of the take-off. He turned and faced the science teacher. "What's your story? You shouldn't have been able to hold me up while fighting inertia yourself."

Valerie groaned. "Dad, meet Spider-Man. Parker, don't scare him off."

Damon sat down abruptly, amazement written all over his face. "You're S.M.?" he asked when he could speak again. "That explains a lot. Have you met the Cap?"

Parker chuckled, and sat down to enjoy the fellowship with the others. "Yes I did. In fact, I've spoken with him several times and fought along side him once or twice. He's the embodiment of American Patriotic Power."

Easy laugher filled the unique flying vehicle as it circled the Fenton place, with Jack trying to find the entrance to the lab. Maddie glanced in to make sure no one was hurting, before speaking to her husband. "Well, this week's been full of surprises."

Jack grunted. "Yep." He faced his wife of twenty-odd years. "I told you our son was different! I knew the instruments were working correctly."

Madeline blushed. "Okay, this is no time to get into the 'Ha I'm right' game. It is odd, though, that off the three with known super-powers, they are all with us going to help save out Country."

The engine was shut off again, and the machine settled on the floor. Jazz noticed the landing almost instantly (despite this stop being so much more stable than the previous one), and she tugged the Ghost Boy out, with Sam and Tucker following. The four children quickly made their way to the Fenton Ghost Armory and stocked up with everything they could carry or haul away.

Valerie joined them. Not out of duty, but due to curiosity. At least, the second time they left, after depositing the weapons and spare 'ghost bullets' on the floor. She too was recruited in the drive to empty this weapons vault. Miss Grey, save for a loud, exaggerated huff, remained silent in the trip.

Phantom was easily hidden behind the bulky, heavy guns and less transport friendly items. He just phased through the walls, barriers and the floor when obstacles became too much—then again, he couldn't see where he was going, so how did he navigate the rooms, Valerie had to wonder. Oh, and her earlier question as to how the Casper High students realized she was the newest huntress, was answered. The lack of shock was because the outcasts weren't stupid or as assuming as everyone else was. They saw clues and put it together like a jigsaw puzzle. Embarrassing, but a relief actually.

While the kids cleaned out one or two rooms full of 'untested, untried' ghost fighting material, Jack and the other adults stocked up on fresh food and water; first aid too. To be more accurate, Jack ran to the store and pulled all the Fudge cookies off the shelves, and added a several cooked hams to the shopping cart. He was thankful Thanksgiving was soon—otherwise his favorite meat wouldn't have been available.

Maddie ordered Parker to grab nonperishable food, led Damon into the kitchen where he proceeded to make a mound of sandwiches. She, herself, grabbed all the first aid kits she could find. That included the standard house kits from under the bathroom sinks, and the more heavily stocked one from under the Master Bed. Maddie also checked Daniel's room, careful not to disturb much, but she did find one that saw a lot of action. Mrs. Fenton sighed heavily. How many of her son's injuries resulted from her and her husband trying to slow Phantom down? Not all of them, but still enough to make her feel sick and guilty when she was given the chance to think about it.

Maddie shook her head clean of those thoughts and memories, before walking back to the Speeder and arranging a set beneath every seat, and in cupboards too—at least, she would have, if there were more kits, but one per person was enough. Any wounds they couldn't bandage should go to a nearby hospital for treatment anyway.

Soon, the group of nine was ready to go. Jack hit the Fenton genetic-thumbprint guard and hurried into his seat. The Fenton Portal opened up and the Speeder launched into the Ghost Zone, clearing the transitional state just moments before the lock slammed close once again. No one noticed the extra passenger hanging from an exposed wire. No one could have, since it was just an extra think layer of black wire, preventing an electric shock in case of accidental contact.

Next Scene

#2N#0E#0X#0T #2#0N#2E#0X#2T

Next Timeframe

The Fright Knight grinned when he found his target. Phantom was leading a group of humans to portal central.

Urging Nightwing, his Thestral steed, to turn around and speed up, the warrior pondered what to say.

It was true, that he and Phantom weren't on the best of terms. However, this change of events meant something had to be done soon, or it was the Ghost War all over again—this time among the humans, not just hidden in their little realm.

The Fright Knight was unprepared when Phantom zoomed in from 'underneath' and pulled him from his steed. He wasn't unable to protect himself, and put up a shield without delay to prevent a ghost ray from damaging his suit of armor. "Phantom! I need to talk to you." He called out as the Ghost Boy circled for another clean shot. Fright Knight had to fight his instincts; to keep his sword next to his side, not drawing it out.

Purple flames danced with his changing emotions. "Stop this!" he demanded, refusing to retaliate. He dodged several more attacks from Phantom.

The lack of fighting spirit from his opponent caused the Ghost boy to respond more than a simple exchange of ecto blows or threats would. He stopped circling the adversary he saw—making sure the Speeder was behind him--and released the energy stored in his fists. Phantom gave every indication of willingness to listen.

The Fright Knight addressed the young child. "Plasmius is planning on attacking NYC. He's entrusted me with his most recent plans. You are the only one powerful enough to slow him down."

Phantom sneered. Attempted to anyway. All that was express was a sour face. "Why should I listen to you?" He demanded.

The Fright Knight sighed. "You are headed to the Natural Portals, are you not? I can lead you to the one that will drop you and the humans you are guiding through this realm, into the City Proper." He paused, to see the halfa's response. When the only motion was an exaggerated rolling of the eyes, he added: "The Box Ghost relayed that you didn't want his death on your consciousness. If my master isn't stopped, then there will be more casualties than just us ghosts."

Phantom rocked back on his heals. Once, recovered, he bowed, and said, "Lead the way." After the ancient warrior mounted his war-horse, Phantom hit the green Fenton Phone. "Change of leaders—Mr. Fenton, follow that black, winged horse and purple flamed ghost. I'll guard the back."

He almost said 'Dad' but remembered, before addressing the others, that everyone was linked to the Fenton Phones—including Valerie, and two other adults who may, or may not know his secret. Best to keep the link between Fenton and Phantom inactive, regardless of the questions already arising over the absence of Danny.

Phantom took off, behind the Speeder, watchful for anymore interruptions that might possibly catch up, while the Fright Knight dodged obstacles Phantom would have flown straight through—simply because this area was relatively new to him.

Far off, in the distance, Skulker watched the exchange. The mechanical ghost lowered his binoculars and stepped over to his colleagues. "I fear the Fright Knight has changed sides again."

Desiree filed her fingernails. "Not surprising." The ghost genie said as she examined the painted red nails. "He did follow Pariah due to greed. It is only logical that he align himself with the younger halfa."

Spectra snorted in discust. "Phantom's not that powerful. He's too reactive, can't play a good game of chess. No, Plasmius is going to win this exchange, hands down."

Skulker banged his fist on a near-by rock, causing cracks to run through the stone. "That's not the point! We don't have much of a chance against Phantom alone, and even if The Fright Knight stays neutral, my prey has brought his family along with him."

At this, Perplexer looked up. He sneezed, and was therefore unable comment before someone else did. Ember McLain swung her guitar around, and played a few notes. "That's a problem, but I still don't see how or why this event distresses you so much."

Shulker began massaging his forehead. "Never mind. I'll alert Vlad that there might be a few complications ahead." He pulled out his jet engines and flew off to the Wisconsin Ghost's lair.

Perplexer turned towards Spectra, his ghost guardian. "Is Phantom that powerful?"

The energy-sucking ghost turned her red eyes towards him, the outcast. "I don't think so, and I don't really care!" she snapped. Pointed to the others. "If you have any more questions ask someone else—or I will feed off you!"

Perplexter turned towards her green shape-shifting assistant, and repeated the question. Bertrand shrugged. "We only fought him once, and that was two years ago. The boy has certainly grown as a human, but ghosts tend to take much longer to show any change in status."

Nicolai Technus glanced up from the real-world item someone had smuggled into the Ghost Zone. "Not in Phantom's case. He's not all-powerful and there are still many abilities he can't access. I, for one, am glad there is only one ghost who can move between seconds or see the future. Perhaps, it is best that Clockwork stays out of everything."

The vultures remained silent. They had no allegiance to anyone, or anything. It was for the best that they were seen as idiotic, dumb birds. For now, there was nothing they could do—aside from mess up some appearances with presents, but Kempler was roaming near-by.

Perplexer joined them, after no other ghosts were able to answer his questions to his satisfaction. A small cloud caught his attention, and the eyes of other ghosts. Most of them looked up, to see if they could identify the incoming travelers, stopping their arguments.

Johnny 13, roared up shortly after the conversation paused. Kitty jumped off his motorcycle, after hitting him with her purse. "Keep your hands off Johnny, or there will be no next time!"

Perplexer jogged up to the newcomers. "Hey, do you know anything about Phantom's power?"

Johnny whistled. Shadow pulled up from underneath the motorcycle. Kitty wandered away to chat with Ember and Spectra. "It's pretty easy to get Phantom angry."

Shadow growled, then whimpered. Johnny winced. "Yeah, sorry Shadow." He turned back to Perplexer, shrugged nonchalantly. "Not really. Amity Park we can't visit too often." He coughed. "Why do you ask?"

Perplexer swayed, sprawled on the ground. "Not sure. Skulker seems upset that Phantom's made a brief appearance. Spectra's mad, really mad, and the others don't seem to have opinions. So, what's yours?" Before Johnny could answer, he passed out.

NEXTNEXTNEXT

Logan grunted as he watched the kids play outside. He didn't care for 'baby-sitting' duty, but he could still keep an eye on things. Logan was careful to mind the more creative of the young mutants. There were some who were prone to take after Bobby Drake, the Iceman. Logan really didn't like being the victim of pranks.

Harry Osborn sat on the bench. It was a prime seat, but for one tiny problem—it was fully exposed. Which made it all the more welcoming in these colder times, because the bench really soaked up the sunlight and heat.

Logan shook his head, turned most of his attention elsewhere. Those weren't the shrieks of fun or joy, but screams of anger, possibly pain. Logan grunted and stood up. If one of the little miscreants had hurt someone, then the two fighters would be separated if necessary. More likely, it was a minor wound and meant nothing.

He stopped to sniff the air. No blood, which was good, but the noise had stopped. Worried, he slipped closer to the last known location of the playing preteens and junior highers.

Something green growled from the bushes ahead. The sudden appearance of Logan in the small clearing caused the creature to step back, leaving a path for the scared kids to run along, back towards safety. They did so, screaming their relief and letting the world know of their fright. Logan released his claws, ready to fight if this intruder was going to attack. It spoke in an odd language—Logan didn't speak Esperanto, so he didn't grasp the words, moreover the intent didn't translate.

The Wolverine was on autopilot. When the green, furry intruder suddenly broke to the left, Logan followed, intent on pursuing. The dripping branches didn't seem to bother the bigger creature, but they sure did attempt to slice Logan as he ran after it, making sure to keep the thing in sight.

The two runners broke out of the miniature forest and while the wolf-like creature stumbled to a halt, Logan continued running. In fact, he found himself going through the creature.

Logan rolled, and turned. When the green, furry thing stood on his hind legs and relaxed its own claws, again speaking with its odd pronunciation, Logan stood up and relaxed his hands, letting his claws retreat back into his arms.

Jean "Marvel Girl" Gray, and Scott "Cyclops" Summers stood in front of the School, protecting the retreating students. "Logan! What are you doing?!" Cyclops shouted. He really was aggravated. Logan found it easy to rile him and a few others up.

Wolverine called over his shoulder. "That's a ghost! I can't harm it." He turned back to face the nonthreatening monster, muttered to himself. "Though he seems to be waiting for something, or someone. But what?"

The answer to that question was quickly answered. Still on his hind legs, long silvery claws extended, the wolf growled, and sliced the air, leaving behind green, oozing wounds in the air. By this time, Harry Osborn had left his bench and, ignoring the barricade, stood next to Logan. His jaw dropped.

A black helmeted figure poked his head out of the green hole, took a swift look around and pulled his head back inside. A white headed boy, with pale skin, in a black jumpsuit flew out of the same hole and landed next to the wolf. He took longer to examine his surroundings. "Hey, wulf. Thank's for opening a portal." The wolf-creature bent down to all four legs and allowed the familiar ghost boy to scratch his head.

Logan laughed. It is a deep, loud belly laugh that shook the air and scared the other members of the X-Men. "Phantom! What brings you to Xavier Institute?"

Phantom grinned. "I'm here to help stop the invading ghosts." He cocked his head, the green eyes glowing eerily in the afternoon light. "Though, I'm not the only reinforcement." He looked up at the slowly closing ghost portal then back to Wulf. "Wulf, how come the others haven't gone through yet?"

Growls and yips came from the four-legged animal. The ghost kid was able to understand, for he was nodding in responce. "Okay, so, what do I need to do, to make the entrance bigger?" Phantom flew up and floated above the top rip. He carefully placed his hand on the cut and concentrated, allowing semi-visible energy to extrude from his body and into the wound.

The hole rapidly expanded, then spat out a human construct. Rather than landing on the ground and bouncing, it extended wings and hovered just a foot above the ground, away from the hole—which sealed itself shut after the Speeder forced itself through.

Harry gapped. "He brought the Fentons? Jack's a lunitic!" A side door opened and Spider-Man shout out of the opening. "Whoo! New York I'm home." Yelled the arachnid as he flew through the air.

Cyclops face palmed. Jean giggled, while the untrained youngsters slowly stepped around the protectors and approached the odd machine.

Phantom shook his head and landed in front of Logan. He saluted the mutant. "Private Phantom reporting for duty, sir! Recruits are getting ready."

Indeed, the ship/airplane, slowly settled on the ground. The first man out was an African American, who fumbled with the two items he reluctantly taken. Next out was a lady-figure on a red-hoverboard. She shot past the others and flew up. "Spider-Man! If you don't calm down I will tranquilize you."

Next out were four teens. One tall, thin redhead, one petite black haired—both females: and one African American male plus a black-haired Caucasian kid who moved aside, not joining the other three. The redhead shook her head. "I doubt that threat is going to work." Just as she finished speaking, Spider-man landed and stood stock-still. "Then again, I could be wrong."

The boy snorted. In response, both young ladies shot death treats at him, and he let go of his chocked laughter.

Last out, but certainly not least, were two more adults. Both in jumpsuits, the man in a bright orange color, while the thinner female wore a teal-based one. She pulled the goggles off her eyes and looked at the humans. Her eyes lit up when she spied Harry. "Mr. Osborn What a surprise. How is your father doing?"

Harry gritted his teeth. "He's fine, except when the Goblin takes control and tries using me as Spider-bait." At that S.M. winced. Harry didn't notice, but Logan did. "Actually, I'm liking it here at the Institute, despite not having any mutant powers."

The black hairdo kid perked up. "You're a normal? Wait, you said without, which means. . " He trailed off and grinned, then promptly disappeared. Before Cyclops could raise an alarm, Jean grabbed his hand. "He's just camoflaughed."

Phantom shook his head. "Now that we're all here, I recommend splitting up and seeing if anyone can reproduce the anti-ghost inventions. We don't have enough to protect the whole city, as you commented, Mr. Fenton." He phased through the Speeder and began to through out piles of Bazookas, Thermos aplenty, plus Ghost-Gloves—huge, gold metal things, and lots of other things, like a few lipstick tubes that the African boy caught. "Yes! I've got the miniature ray gun! What did you guys bag?"

The red head grabbed the electric can opener as it flew through the air. "Alright, the Ghost Peeler." The short teen snagged several belts and bracelets. "Good. You did manage to shrink the Spectra Deflectors down." After the Jack-of-Nine tails barely missed striking Jack he hollered, "Be careful with the Exto-skeleton suit, Phantom—or I might be inclined to use the Ghost-Catcher."

Cyclops, Iceman, Marvel Girl, and the others watched, shocked as things continued flying out of the Spectra Speeder. Osborn spoke up, "Um, how did you manage to fit everything inside?"

The growing piles stopped expanding, as Phantom poked his head out of the metal wall. "The Fenton Ghost Crammer. It can also be called the "Spectra Shrinker—and all these items really work. For most of them, the name matches the usage, but for some, the description is a better way to tell." The ghost retreated and continued throwing items out.

The Red flyer had had enough, for she swooped down and headed inside. A quick struggle ensured, which left the Spectra Speeder bouncing. Red then pulled Phantom out by the ear. "We can do the hard stuff, it's your job to alert the others." She looked around. "Earlier, you said you needed to contact some of your associates—the only ones I see are living humans." She crossed her arms.

Phantom sighed and rubbed his ear. "None of them are willing to stand against Plasmius—at least not without a guarantee or promise. One wanted a free run of Amity Park. I can't allow that, even if it was just the Box Ghost. The others desired more." He reached over and grabbed one of practically everything, and tried piled the various items in his arms.

Spider-Man stopped trying to organize the mess, and webbed the items in a big ball. Phantom grinned and pulled the grey-metal mass up, trying to orient himself. Spider-Man waived his arm, then pointed in a semi-North, northeast direction. "Take that pile either to the Baxter Building, or S.H.I.E.L.D—just land on a flying bathtub. Or, you can take that stuff to the Avenger's mansion, but the response time might be slower. Phantom nodded his understanding and shot off, leaving a ring of dust behind.

The Black-haired boy reappeared—he'd been motionless until now, but even the kids could see him in despite the application of his power. The camouflage was dropped. "Guess, I'll apply for school here—more opportunities to learn."

The daughter of the Fentons snorted. "Anyplace that doesn't have Dash Baxter threatening someone is an improvement."

Logan shook his head in disbelief. A quick glance at his colleges revealed they weren't doing much better. In fact, Charles Xavier had come out to see what was causing the commotion. "Ah," announced the wheelchair bound man. "Visitors." He beamed, and let his blue eyes smile, along with his face. "Thank you for volunteering to capture the ghosts. Doctor Strange seems a bit put off, trying to take care of the minor problem. Jean?"

Jean Gray concentrated, and piles of stuff suddenly began floating. Charles turned his seat around and made his way to the entrance hall. "Please join us. We can discuss everything, if you want, or just be a place to freshen up and recover."

The teenagers promptly followed, while the three adults (not counting Spider-Man) took their time to decide. The X-men opened ranks so the normals could walk among them, protected slightly. Spider-Man lept ahead of the strange procession and turned the corner before the others made it halfway down the lawn.

**THANK YOU FOR READING AND REVIEWING. Muchos Gracias, SpartanCommander, JC, and Hordak's Pupil! I appreciate knowing what you think [anybody have flames they wish to share?**


	38. More preparations

Quacked Lurker brings you the thirty-eighth (XXXVIII) chapter of _**A Phantom Spider**_.

**Disclaimer:** Marvel and Co. are the products of many brilliant minds. Alas, I was not privy to the brainstorming decades that brought about the golden age of comics. (Ditto, modern era cartoons).;-):-):0(-:(-;0-:

**DPDPSM DPSMDP SMDPDP DPSMDP**

Director General Nick Fury, leader of the infamous "Strategic Hazard Intervention, Espionage Logistics Directorate" (S.H.I.E.L.D. for short), sat in an emergency meeting, listening to various other members debate ghosts and their abilities.

Personally, he didn't believe in ghosts—Fury saw them as mutants or people who were changed by lab accidents—but when Wolverine and Daredevil both bring news of phasing technology, combined with the appearance of several unknown entities a while back, he had to call a meeting to 'discuss' options if the unthinkable happened.

The African American sat forward and rubbed his temples. At least the scientists and agents were polite in their debates and arguments—they tended not to yell or shout out objections, at least, not while Bruce Banner was in session.

John Allen Adams slammed his left hand on the table, effectively silencing side conversations. "We're getting nowhere. We need information and fast." He announced to the gathering in general.

"Good, because I've got that and effective weapons." Said a young voice from above the metal table. Everyone looked up, trying to find the person. Several people gasped in shock as something shimmered into view.

It was a kid. He had snow-white hair and was floating in the center of the room. He also held a pile of stuff that looked to be webbed together. His green, glowing eyes caused Goosebumps to travel down spines. There was a DP emblem on his chest. Nick also noted that his skin was pale, almost nonexistent in pigmentation, and there was something green sticking out of his ear—a hand's off cellular device, of homemade nature?

The kid just shook his head at the antics of the Agents and others. He spoke again; settling on the grey metal, surface. "Ghosts are real. We can do major damage, but we are not unstoppable." He proceeded to pull odd shaped instruments out of the webbing bag he carried into the room.

Banner, the scientist just held a knowing smirk on his face as he signed off his laptop, pausing his talks with several Avengers and scientists. Both Tony Stark and Reed Richards were great minds to bounce ideas off their heads—when they were in an inventive mood, of course. Right now, he couldn't let outside influences distract from his intuitive leaps of the gismos and gadgets—their uses mainly.

Banner chuckled as Nick Fury grasped something he could identify—a tube of lipstick. The General's face said it all: _What is this junk?_ "Hey, kid. You wouldn't happen to be Danny Phantom would you?" Banner spoke up before anyone else could take charge of the interrogation session.

The ghost spun around, shocked at being named and addressed so quickly—he had expected the questions to take a bit longer before given voice. "Yes, that's my name." Phantom hedged. "Why do you ask?"

Banner leaned back in his chair and rubbed his chest—the skin was only beginning to regrow, but all the arteries and veins had finished being repaired, though several rib bones still needed additional healing. He showed no obvious symptoms of being shot earlier by Sheol, and all the major, life threatening, wounds caused by the exploding bullet were gone. The scars were still there, and a few flaps of skin and muscle were unattached in sections, but that would heal in time.

Colburn and Bellini, plus Ashton and Baker, along with a few others, like Nick Fury and Phantom, watched as an ominous black figure oozed out of the healing chest cavity and formed something else. When the figure solidified, everyone's eyes widened in shock.

For there, on the table, knelt an older, world-weary version of this young kid. The ages were different, and it was obvious this second spectral visitor was fully grown. "Hey, younger self." The adult whispered. "Glad you could join the party." His green eyes were dim and fading, almost transparent—he was dripping substance from his face, and very little of the older form's figure was solid, for most of it was blurry.

Phantom the kid fell down. "Oh, no." He groaned. "Don't tell me you're from my future. I mean, I had enough trouble fighting another version of myself."

The adult chuckled. "Nope. My past will never come to be, for Captain America is still alive." His features started to form a puddle and even his face drooped down, becoming something out of a Picasso panting—half melted, and kind of formless. "Take care, for troubles are ahead." His warning done, he let himself go and fully demolecuarlized into a pile of black-green goop that seeped through the floor, leaving no trace of its passing behind.

Phantom the younger stared at where his once future self had 'died'. "Oh, boy. Not again." He tabbed the green thing in his ear. "No, I'm fine, sirs. It's just unnerving to see a possible future self disintegrate right in front of your eyes." His eyes lost focus and he his cheek in response to something said on the other end. "Very funny Spider-Man. I'll have you know I do have a clone running around and no, I'm not going for Avenger membership, despite my 'qualifications'!"

Phantom kid sighed and turned back towards Nick Fury and the others. "Most of these items were designed by the Fentons. Despite their odd shape, and wacky names, they do work as promised." He picked up the tube Fury had dropped. "This is a ray gun. It's got only one setting, and will either stun or irritate a ghost, depending on its strength level." He gestured towards the pile of stuff the scientists were pawing. "Major draw back, is most are powered by ectoplasma, thus making it hard to recharge, or refill. The advantage to everything here is almost none of it was designed to incapacitate humans or otherwise harm the living."

Banner picked up a thermos. "What's this thing?"

Phantom glanced at the thermos. "The Fenton Thermos. Designed to hold and capture most ghosts. Hit the button, then click 'release'."

Banner did as directed. He was unprepared for the blue cone that shot out of the soup-warmer, and gave a shout as the ghost-pale kid was sucked up. Shaken, he turned the knob, so it said 'release' instead of 'capture/contain' and wiped his brow when Phantom reappeared.

In a similar manner, the ghost-kid helped identify the instruments and guided several individuals in the use. In fact, most of the weapons were turned on him for the brief demo. One item that was not turned on was the "Fenton Bazooka". Phantom also glossed over the instructions on the "Fenton Ghost Peeler".

Fury placed the golden Ghost Gloves on his hands and grabbed the unauthorized visitor. "What's your angle?"

Phantom sighed. "I'm trying to help. I will not let ghost overrun this city or any town if I can help it." He gave a brief struggle and attempted to phase through the table, but didn't really try to escape. "Look, I don't know what's going on anymore than you do, but I do know my enemies will be coming back. It would be best if someone figured out how to manufacture more of these."

Fury released the ghost. He wasn't satisfied, but trusted it. Something Phantom said rang true, and he wasn't going to lock up a potential ally. Keep an eye on him, yes; but for now, that was it.

**NICKELODEON**

Spider-Man hopped into the main entrance hall of the school. Once inside, he grinned unseen beneath his mask and jumped up, aiming for the ceiling.

The teenagers inside were slightly astonished at his show of liveliness. _Spider-Man is an adult, not a kid_, they thought; moreover society taught them that 'adults' or 'grown-ups' do not act like hyperactive children. Ever. Still, this was a safe house for those possessing powers different from human norm. One-by-one, those viewing the costumed New Yorker's antics shook their head and dismissed the unusual sight.

Until the ghost showed up, that is.

Charles wheeled in onto the hardwood floor, mentally calling Dr. Henry Philip "Hank" McCoy, a.k.a. Beast. Behind him, the orange-clad huge man came stomping up, with a lady in teal jumpsuit at his side. Next trailed an older (not elderly) African American male, along with his daughter. She wore the Red Huntress Ghost Fighting suit, but had removed the helmet, and ditched the hover board shortly after touchdown. In the wake of that small family came a group of four teenagers/young adults. Above the last four, the ghost flew, keeping pace.

He glanced around and spied Spider-Man hanging from the ceiling. The ghost smiled, but didn't move until Hank showed up. When the blue-furred medical doctor arrived, he moved to hover next to the oblivious Spider-Man. Smirking, he pushed a white-gloved hand to the ceiling and phased the tiles surrounding the upside-down superhero.

Spider-Man gave a brief yell as he fell down, headfirst, though he never hit the ground. Immediately after S.M. dropped down, the youthful ghost swooped down and caught him, before gently lowering him to the floor "Phantom! I was enjoying myself up there."

Phantom, the ghost, held his sides as he laughed. "Yes, but that was fun. You can't have all the attention, glory-hog."

Hank blinked. He turned to his mentor, "mutant power?"

Valarie Grey, the teenage female African American, in the red outfit, interrupted. "Hey, didn't you go drop some items off at . . . wherever?"

Phantom shrugged. "Actually, I haven't finished that trip yet." He held out his hands before the human visitors could yell at him and prevent any conversation. "Relax, I'm a duplicate. Call me 'Inviso-Bill' for now—but I really do hate that nickname."

Jazz nodded. "So, the original is Phantom and he's got the Fenton Phone. Check. What's your angle?"

Phan-no, Inviso-Bill shrugged again. "Probably fly Spider-Man to the Baxter-Building a.s.a.p. and transport messages or items that can't be conveyed by the headsets."

Xavier and Hank traded glances to the uniformed eyes. In reality, they were mentally conversing. Harry Osborn, Logan, Cyclops and a few others were somewhere inside the main building checking who-knows-what, preparing for the siege that was starting.

Jack Fenton removed most of the ghost-weaponry that was attached to his belt, or suit. Jean dropped the pile she pulled in. Jack and Maddie presented various items to the curious individuals who slowly surrounded them. Logan and Harry joined the crowd a few minuets later.

Jazz, and the others slowly spread out and grabbed what they were familiar with—Damon picked the Bazooka, while Maddie grabbed the lightsaber-like item, and Fenton Foomer. Jack swung both the Fenton Ghost Fisher and Jack o' Nine Tails. Sam fiddled with the Fenton Wrist Rays.

Inviso-Bill fidgeted while Sam put her preferences on her accessory—the Wrist Ray was in addition to the Spectra Deflector bracelet. Inviso-Bill shuffled away from Tucker after he grabbed a Fenton Thermos and the tube-ray gun. Jazz smirked as the ghost edged away from her when she put the Fenton Ghost Peeler in her hands and the Fenton Boomerang. "Ah, come on! Did you have to pack that 'stupidly named tracking device?'" Asked the ghost, almost wailing his complaint.

Jazz smirked. "This way I'll know if you are you instead of Amorpho or Dark Dan."

Mars Leyland grinned. "You've been subject to identity-theft? I thought that happened only to the living." He grabbed the Fenton Anti-Creep Stick. "This looks like a regular baseball bat. How come the FentonWorks logo is on it?"

Samantha Manson and Tucker Foley tried holding in their mirth but couldn't. Jazz spoke up, seeing her brother's two friends were unable to explain without dissolving into giggles. "It is a regular base-ball bat. Not useable against ghosts, just normal humans—humans who don't have the brains to not invade our home in the middle of the night."

Mars dropped the Anti-Creep Stick, and pawed through the pile, looking for something no one else had picked up yet. "Okay, what's this?" Inviso-Bill groaned and stepped next to the Caucasion teen. He flipped a switch and the vacuum cleaner activated, pulling him inside. The ghost's voice came from the machine, muffled but still understandable. "This is the Fenton Xtractor, or Fenton Ghost Weasel. Perfect for removing overshadowing ghosts—if you can identify someone being host to one anyway." The vacuum cleaner had turned itself onto standby status, as it couldn't detect any paranormal entities in range of its hose.

Harry Osborn's jaw dropped. He jerked his head from side to side, once, to regain control over his facial features. "These things actually work?" the son of the multibillionaire of Oscorp's Industries asked.

By this time, practically everyone held something and was examining their chosen device. Maddie nodded. "Yep—and you didn't believe Jack's rambling statements." She turned and used her husband as a support system as she dismantled and cleaned her Foamer, also checking the powerlevles. "Inviso-Bill, care for a demonstration?"

Mars put down the Xtractor and flipped the switch to reverse, ejecting the ghost, before turning the machine off. The white-haired, green-eyed individual sighed. "Not really, but since I'm letting the nerds at S.H.I.E.L.D. use me as a test subject, might as well show everyone how to use these items too."

"Good" said Jazz as she threw the boomerange outside. Moments later, it swiveled around and hit the ghost on the back of his head. "You duplicated your ecto-signal. Hmm, wonder what would happen if it got trapped by two opposing blips."

Inviso-Bill rubbed his neck, glaring at the girl. He didn't notice the two activated rays shoot towards him, and was thus unable to throw up a shield in time to prevent the lasers from hitting him, full force. "GA! Is this pick on the spirit day?"

Spider-Man spoke up, from the side, where he retreated along with Damon Grey. "No, since if it was, Red would be attacking with her missiles."

Valerie Grey glared from her seat next to Logan. Her tongue shot out briefly. "I'm not shooting him. Today anyway. Tomorrow might be a different story." She had crossed her arms in an effort to prevent herself from pulling one of several weapons that were stored in other-space that only she could access. Grey turned sideways to address Logan, "Truce?" She held out her hand.

Logan growled. "If I'm not fighting you, a truce is already in effect." He waved off the hand. "One sliced gun is the least of your worries if you hit me again."

Valerie shrunk back and stepped next to her dad, letting the adults surround and protect her. She did notice when the arachnid member spoke into his Fenton Phone, but couldn't make out the conversation. Logan and a few others saw the red-blue clad fighter shake in laughter. Half the room heard his astonished, half-shouted "Really?" before he spoke in a much lower volume.

**DPDPSM DPSMDP SMDPDP DPSMDP**

Venom slowly dripped off the Spectra Speeder and onto the grassy mound. After removing his entire entity from the human transport vessel, he let the liquid molecules gather together, forming the feared humanoid look. His black, slimy tongue slipped in and out of his sharp, tooth filled maw, tasting the air.

Sensing nothing threatening, he sauntered over to the door and pulled himself inside, hunting for the delicious, black treats that enabled Venom to ignore the hunger for a time. There had been traces of the sweet in his last host; the close proximity to a mound of the same material tempted him beyond reason. He never suspected himself of becoming addicted to a human concoction.

At least this chocolate fudge was unique—perfectly suited to satisfy all his nutritional needs.

Venom bit one square and let it melt in his mouth, coating the fangs in the black liquid, savoring every moment. He gathered over a kilo of scattered bars and, rather than absorbing them topically, he placed the candy in an empty chest cavity, storing the ectocoated, dessert for later. He couldn't risk carrying all the sugary products away; his unharmed host would notice if his entire stash just walked up and ran off.

Slipping out, almost as easily and quickly as he slipped in, Venom ran off. Time to recruit more members of the 'save New York City' squad—after all, if Spider-Man was going to be defeated by anyone, it might as well be venom instead of a maniac ghost.

**DANNY PHANTOM**

Slowly, the crowd dispersed into their rooms. It was late afternoon/early evening when the Amity Park Residents arrived, and they stayed up several hours showing off their inventions, and allowing the lower powered items to be tested: with 'Inviso-Bill's' permission of course.

Around Midnight, Xavier had to tell everyone still wandering around, "Bed Time", so the Fentons could get some much needed rest.

Spider-man and Inviso-Bill left shortly after sunset, with another webbed bag to hold the uncooperative items for transport. Charles and the adults watching, saw the kid fly straight through the wall. Seeing the ghost do that wasn't so different from Kitty Pride taking shortcuts, but Inviso-Bill had been carrying the New Yorker at the time. Apparently 'as the crow flies' was much faster than web slinging through town—particularly on the turns, and among the skyscrapers.

**DPDPSM DPSMDP SMDPDP DPSMDP**

Inside an unidentified hospital, somewhere in New York, a white-lab doctor browsed through the latest statistics of the person on the hard bed. His patient, one Quentin Beck, showed signs of waking from his coma—a coma that had kept him incapacitated for the last several months.

Unfortunately, his health statistics were still low, too low some would argue; so the traumatized victim wasn't going to get up any time soon. The doctor noted the change, and left the room; deliberately not notifying anyone of the man's slight improvement.

Alone in the room, silence ruled until Quentin Beck stirred. His eyes opened wide and he shot up, shuddering. "Who am I?" he asked the room at large. "Where am I?" Throwing off the white blankets, Beck stood up and walked to the boarded up window. He glanced around the prison and placed his hands on the wooden pane. He frowned, deep in concentration.

The man once known as Mysterio paced the small, life-supporting cell, trying to remember. Occasionally he stopped or slowed in his path, but then continued circling the four walls, getting himself dizzy in the process.

Hours later, his eyes lit up again. "I was Perplexer! Spider-Man will pay!" He announced to the world at large and proceeded to tear apart the mechanical systems situated next to his bed and build something else out of the components.

**MARVEL COMICS**

New York City never truly slept, for by the time dawn came along, and woke the masses, the Superhero community was getting ready for action. There were some, like Reed Richards, who hadn't gone to bed, too intent on figuring out the primitive devices, but he did call Captain America and alert the Avengers to the arrival of outside help.

Edwin Jarvis, the butler, made sure there was plenty of fresh coffee and a good breakfast ready by the time the Avengers made it down to the kitchen. Captain America might have been the first up, but even he was still human—the super soldier serum did not make him invincible—and Steve Rodgers contacted General Nick Fury as others of the team wandered inside.

Shortly after the sun rose beyond the horizon, Steve took off in a Quinjet, ready to talk with Bruce Banner. After landing in the hanger, he was joined by Iron Man. "Good morning, Cap."

"Good morning to you too, Iron Man." Responded the youthful fighter. "So, you heard the news?"

They were joined by armed agents and stepped into a hallway, bearing towards a briefing room. "News? Oh, you mean mad inventors who think they can deal with our problem." The Red-Gold armored man snorted inside his suit. "Don't see why Steven Strange doesn't help out, after all, he knows best what we're dealing with."

"I doubt it." Interrupted a head as it poked through the ceiling. The two Avengers and their guides were startled—for the white head of hair, continued falling through the air and barrier until the ghost was just floating above them. "Granted, I haven't met the mystical sorcerer, but can you get better help than a ghost who's willing to sacrifice everything to prevent a war between humans and them?" The ghost settled down, and landed on the floor, feet first and walked alongside the four fully living humans. "I'm called Phantom. Pleased to meet you both."

The guns that were removed from holsters were slowly placed back; however, the agents didn't remove their hands from the gun belt. Both Avengers (full time and occasional member) noticed that the off hands fingered sticks that weren't part of the normal guard ensemble.

Captain America pointed out the weapon discrepancy. "Are those going to help?" Iron Man discreetly scanned the unusual metal sticks. "I don't recognize the power source."

Phantom phased through the two men and began walking backwards. "Mr. Fenton, a ghost fighter and weapons inventor, had to come up with something unique to combat ghosts." His pupils changed. Instead of merely looking like colored contacts, the eyes started glowing. "Personally, I'd stay away from the Fenton Ecto-Converter. Normal power usage requirements can be fulfilled by the free-floating ecto energy in the air. It can be used to recharge almost everything else, or as an extra power source—that requires stripping a ghost of its power and possibly completely destroying them." The kid shrugged. "If it comes to war, it will be necessary, but for everyone's sake, I sincerely hope not."

He spun around and walked in the normal fashion, following the armed humans. Iron Man rolled his shoulders and stepped past the threshold. Both men saluted the leader inside. Nick Fury saluted back and motioned towards the seats. Phantom was already occupying a chair, and two others were quickly filled.

Before Fury could do more than pick up the pile of folders, Reed Richards flowed inside, through an air vent. "Sorry about my tardiness, sir." Apologized the leader of the fantastic four. "I didn't expect air traffic to be quite this bad."

Phantom cocked his head. "Flying cars or floating creatures?" he asked in a poker face.

The response from Mr. Fantastic didn't give anything away. "More of web-slinging action and billy club, grapnel shots across canyons. Johnny was more of a hindrance than a help, today," he admitted, "but I can't condone his exuberance either. I also tried collecting samples of the ghost residue that was leaking from the bottom of this flying bathtub."

Nick blinked, then decided to ignore the ghost reside statement—probably leftovers of the future creature, that passed on last night. Fury coughed, drawing the focus back towards him. "So, I can rightfully assume from your statement that Spider-Man is back?" He grinned at Mr. Fantastic's careful nod. "Good. We might very well need his expertise on defense positions." This time he managed to pass out the folders to the three humans. While Iron Man, Captian America, and Reed Richards were reading the material inside, he asked Phantom a few questions of his own. "How fast can the anti-ghost weaponry be replenished?"

Phantom shrugged his arms. "I don't know—the Fentons haven't had an opportunity to test their inventions in a war situation." His green eyes lost focus as he thought back. "Correction, there was one time, when Amity Park was fully invaded by ghosts, but I don't think anything ran out of power. The siege in the Ghost Zone didn't last long before Pariah Dark was pushed back into the Coffin of Forever Sleep; perhaps a day or two, but no longer.

"The Fenton inventions are very durable. A few of the earlier versions might have a few bugs that need to be worked out, but they do the job just fine. Except for the Ecto-Converter, most of the weapons are more of a deterrent to us than actual destruction of ghosts." He rubbed his arms. "As you, the agents and various scientist saw from yesterday's interactive learning session, it . . . wait, what did you learn from my volunteering to be a lab rat?"

Reed picked up the papers and glanced through the typed report. "Other than you heal extremely fast and bleed green, I don't know—haven't gotten to the specifics, just theories." He glanced up, into the astonished face of the Director. "What? The web slinger and Phantom arrived late—I asked for and got permission to put him under various microscopes. Had to destroy the results and the samples when they left."

Iron Man tapped the table, not following along completely. "So, you can be hurt, and you voluntarily gave two groups weapons that can be used against you?" he asked, incredulous.

Phantom nodded. "I see myself more as a protector of the humans, than a deprived ghost who has every right to use my abilities to take over the world." He blinked, muttered to himself, "That's more of Plasmius' take anyway." Unknown to the ghosts, everyone in the room heard that statement, thanks to enhanced hearing.

Captian America picked up on the dropped name. "Plasmius?"

Phantom froze then sank through the seat, hiding inside the leather. "He's the only other ghost I know who spends more time in the Human World than the Ghost Zone. I'm the first," he divulged, "and if I ever get power hungry, someone will need to know how to stop me."

Nick Fury nodded, deep in thought. "Does this have anything to do with the future version you said you fought?"

Phantom paled, then shot up out of the seat and hovered above the chair. "Yes. In less than ten years time he was able to completely destroy everything." Phantom shuddered; from what the observers couldn't tell. "I'll catch up later." He said and shot up through the ceiling, heading out, towards the ocean, but higher, perhaps aiming for a cloud.

The three super powered individuals turned towards the General. "We'd like a full debriefing," announced the spokesperson of this group. Nick gently rubbed his temples.

**DPDPSM DPSMDP SMDPDP DPSMDP**

In the waiting room of Matt Murdock's office, The White Tiger, Hector, paced. In one of the only chairs, sat Allan Smith. Unexpectedly, Spider-man shot through the doors. He scrambled along the ceiling before slowing down and gently lowering himself to the ground. The Red Huntress flew in as the doors swung open on the backwash.

"Where are we?" asked the youthful lady as she disengaged her flying gear. "Getting normals involved will not improve our chances, Spider." She growled.

Spider-Man examined the room and gave the current inhabitants a quick glance over. "DareDevil said if I ever needed help to contact Matt Murdock. I'm pretty sure he meant trouble with the law, but this counts as extreme circumstances." He turned towards the younger indivudal. "White Tiger? Good to see you, man. I didn't expect to see you this soon."

Hector shook his head. "When did you get back, annoying insectoid?"

Spider-Man crossed his arms. "First of all, I'm an arachinid. To answer your question, yesterday." He cocked his head. "Does this mean I'll have to take back Manhattan and give you a vacation? Because I was looking forward to kicking some ghost butt."

Hector threw up his hands. "Take back your town. Please! I don't have the energy to deal with every problem that crops up in your district." He turned and pretended to punch the wall, careful to stay away from the support beams in the possibility he really did hit something. "I'd get your head examined, what with the ghost reference." Anger released, he sat down in a chair.

Red snorted. "Apparently you haven't been to Amity Park. Ghost galore—I hate it, but at least I have something to look forward to. Like moving away and not dealing with anything unnatural, or weird."

Allan Smith looked up from the magazine he had hidden himself behind. "You're in New York, dearie. The paranormal is usual; expect a visit from a werewolf or vampire soon. Those are easier to deal with than outer space visitors, (aliens, time traveling humans, and individuals posing as gods), and not as devastating as an attack from Atlantians." He turned back to the magazine indicating his participation was over.

Matt Murdock chose that moment to open the door and step inside, not hiding the white stick. Red had to bit off her disgust. "A blind man? Dare Devil wants us to trust a blind man in defense? That's hilarious." She stormed out, making sure to make sure every step echoed.

Murdock just walked towards the retreating figure. "Odd. There's something familiar about her, but what?" He carefully turned and addressed his newest drop-in. "Spider-Man. What can I do for you?" Matt's hands fell to his side, and he swayed slightly.

Spider-Man smiled. "A lot, actually. Can you tell any vigilantes you come across that the X-men, S.H.I.E.L.D. and the Avengers are gearing up to stake claims in New York and preparing to defend human territory against ghosts? Pass on the request they talk to Xavier if they wish to join."

Murdock leaned against the wall. "That's a tall order." He said slowly. "I suppose I can pass on the message. Anything else?"

Spider-man though a moment. "Not that I can recall. Thanks." He leapt towards the exit, but stopped his flight, when Murdock asked him to wait.

"I would try Hell's Kitchen around lunchtime and ask them yourself. There's news that you might not have heard; especially with you gone on vacation or wherever you disappeared to."

The red-blue figure nodded. "I'll keep the meeting in mind. See you later." He resumed his flight and made ready for the next meeting, completely missing the 'but I won't see you' remark from Matt.

Allan Smith put down his magazine. "Do I have your permission to leave the building, or do I wait several more hours until the police arrive to take me back?"

Hector stood up and began pacing again. "I still don't understand why you're under arrest, when DareDevil said it was this other character that is responsible for whatever happened."

Murdock pushed himself upright and walked into his office, picking up the white cane. "Neither do I. But that's one of my reasons for being a lawyer. Did you have family visiting, Mister Smith?"

Allan shook his head, while responding in the negative. "No, I just need to get out." The three left the business apartment and locked the door behind them as they entered the morning foot traffic rush.

**CHANGE OF VIEW!**

Valerie held back the urge to swear and bit back the curses that threatened to pass her lips. She did hit the Fenton Phone to change the frequency from group to individual. "Phantom! What's the real reason you didn't invite any ghosts to help us?" Red demanded of the ghost boy.

She grinned in satisfaction when Phantom hit his head on something and muttered, "Butter biscuits". The ghost sighed auditable before clearing his end for two-way conversation. "I told you and everyone else why."

Red swung her fist, not really noticing the flaming person pace her. "That's not a good enough explanation. Not tell me the truth!"

Phantom's face was unseen by her, but she imagine it to be exasperated. "I don't have real friends among the ghosts. I can't stand the Box Ghost, and you hate Cujo. Wulf is unavailable most of the time, and he was already here. Practically everyone else fears me, or avoids me whenever possible. Oh, there's Clockwork, but he refuses to involve himself in the mortal plane, citing something about not breaking his own rules for those destined such short lives."

Valerie growled, and pulled out a gun, shot a beam at the Human Torch. "What about the group that taught you how to ice when the plant took control?"

"Frostbite's people!? I don't know how to get to the Far Frozen, at least not in time."

Valerie grinned beneath her helmet as the servos in the board were strained in effort to avoid the fireballs launched her way by the flaming flyer. "Come on, there has to be more than just those five you get along with. After all, you've got most of the town eating gout of your hand."

Phantom sighed again, as he was diverted by his task elsewhere. "I dare not ask Pandora to help out, then there's Dora Dragon, and Danielle Dani, but Sidney Poindexter can't escape his area. Um. The Dairy King Ghost has not interest in fighting. No one can be friends with Kempler, Johnny 13 is more interested in the benefits than helping out. Lets' see, who else. . .Kitty won't be for us. I think that's it.

"Now, excuses aside, I don't want to get my friends and acquaintances caught up in this battle. Besides, no one is going to know the difference between ghosts ally and ghost enemy—no one who's a Native here anyway. I don't see any advantages to calling them and bringing them to the real world, when they can't help that much."

Red's temper returned full force. "That's a load of BS and you know it! Why are you so complicated when all other ghosts have clear obsessions? In fact, you remind me too much of Fenton and right now I can't stand the sight of either one of you!" She cut off Phantom's reply before he could make one and plowed into the center of the city—full speed.

**DANNY PHANTOM SPIDER-MAN**

Venom walked among the humans. He had a meeting to keep, and it would not due to be late. Norman Osborn tended to blow things up when he was mad; keeping the Goblin sane would be difficult, but worth the effort.

Norman's expression was more than enough to keep the masses away from him. It didn't give him much room, but the opportunity to swing his arms without impediments did wonders for his self-control. He almost attacked the first person to come into arms reach, but subsided when the face morphed into a familiar, and fear-inducing image. "Venom." Norm ground out, already regretting to the meeting without knowing who would show up.

"Goblin," responded Venom, in his human guise. "You want Spider-Man for yourself, yes?"

Mr. Osborn gave a curt nod. "Of course. Don't think of trying a partnership with me. That never works. All fifty or so versions of the Sinister Six end up failing. I wonder why?"

Venom waved off the accusation. "I'm not proposing restarting another 'kill out enemy' get-to-gather. Spider-Man's back in town and he's brought his own buddy with him."

"Get to the point," interrupted the Goblin, losing ground already to his infamous temper. "I don't have all day."

Venom smiled, pulled out a candy-bar from his suit pocket. "I suppose not. Anyway, what's your opinion of ghosts?"

Osborn swiped the sugary product and bit through the wrapper. His brown eyes widened and almost disappeared at the mention of ghosts. His voice became raspy and he barely restrained himself from digging exoskeleton claws into someone's flesh. "Ghosts are an abomination!" was the hissed answer.

Venom grinned, and took another bar out for himself. He smeared the chocolate as he ate it, but kept the human appearance up, careful not to expose himself before the time was right. "Spider-Man and the other heroes are preparing to stop a ghost invasion from destroying our town. I figured if we could have the villains join the defense force, then we all have a much better chance of actually getting our wish fulfilled."

Norman regained control. "Banding together, enemies and allies alike." He pondered the proposed situation. "I like the plan. Are you bringing more spidy haters in, or is it just us?" The insane billionaire grinned like the maniac he sometimes was.

Venom smiled as well, glad that the first major hurtle was overcome. "Anyone who won't put the plan in jeopardy. Only those who can put their hatred of Spider-Man aside until we win."

**END OF CHAPTER THIRTY-EIGHT**

**THANK YOU: **_MYSTERY WRITER5775,_ MATHAIS, _WILDIRISHROSE31,_ MIRIAM1, _ SPARTANCOMMANDER, _TPCRAZY, **JC**, BLOXHAM and HORDAK'S PUPIL!

**Thank you all for reviewing and giving me your honest thoughts about this story. Much appreciated and enjoyed.**

Oh, and I wouldn't mind getting suggestions on individual/group fights—such as who fights whom, or anyone else you, the reviewers, would like to see.

**Negative comments can be just as helpful as positive encouragements. God Bless!!**


	39. Attack!

**Disclaimer:** I am not doing this for money, but because I can. I have no title to match—just Mars and one or two other characters. Thanks for being respectful.

_**A Phantom Spider**_

**Chapter 39:**

**Fight to Survive**

Phantom left the General's presence immediately after the double shocker of realization that he could indeed become Dark Dan. The ghost boy hated to admit it, but the possibility was always there. Until recently, he had managed to forget that awful future.

Now, he had to escape the city before he lost control. It would not do, to accidentally Wail in the city. Phantom saw his chance to soak up some rays in peace and quiet, so he took the opportunity that presented itself. Clouds were better than beanbags, in his humble opinion.

The ghost sighed and fell to the bottom of the storm cloud he had chosen to relax. His head poked through the very bottom layer and he grinned when the Statute of Liberty was still visible in all her metallic green glory. He dove through the water vapor, flew down to the torch; turned invisible, so no overeager guards would attack.

Valerie yelled in his ear, just as Danny was getting ready to head back. The connection was loud and clear. Unexpected as well; he jumped up in shock and bumped the underside of the Freedom torch. "Butter biscuits!" Phantom rubbed the top of his head; hit his communicator for two-way, one person conversation.

"I told you and everyone else why." Phantom intoned, hoping that the Red Huntress would drop the subject. Unfortunately for him, Valerie Grey chose now to be stubborn.

"That's not a good enough explanation. Not tell me the truth!"

Phantom bit back a growl. How dare she imply he lied. His face changed from anger to dismay at being caught. He did lie, but had almost forgotten that she didn't know about Fenton and Phantom being the same. Time to confess a few ghostly details; perhaps she would not attack him on sight. "I don't have real friends among the ghosts. I can't stand the Box Ghost, and you hate Cujo. Wulf is unavailable most of the time, and he was already here. Practically everyone else fears me, or avoids me whenever possible. Oh, there's Clockwork, but he refuses to involve himself in the mortal plane, citing something about not breaking his own rules for those destined such short lives."

He heard her growl and noted the unique sound of one of her ecto weapons being fired. "What about the group that taught you how to ice when the plant took control?"

"Frostbite's people!? I don't know how to get to the Far Frozen, at least not in time." His curiosity almost led him to ask what she was shooting, but he restrained himself, with some effort.

"Come on, there has to be more than just those five you get along with. After all, you've got most of the town eating gout of your hand." Oh, Valerie didn't know how true that was—or how inaccurate at the same time. Sure, there were fewer ghost attacks in Amity Park. Skulker was one of the few that refused to admit he wouldn't have the prized pelt of this particular halfa at his bed. The other specters were slowly loosing interest in visiting while Phantom was in town.

Phantom sighed; noticed the corporate sign for DALV. What was Vlad Masters doing out here? This unforeseen development could not be good. "I dare not ask Pandora to help out, then there's Dora Dragon, and Danielle Dani, but Sidney Poindexter can't escape his area. Um. The Dairy King Ghost has not interest in fighting. No one can be friends with Kempler, Johnny 13 is more interested in the benefits than helping out. Lets' see, who else. . .Kitty won't be for us. I think that's it." He didn't know why he was listing those ghosts whom he had never had occasion to fight, but intuition told him shutting up would really hurt him in the long run.

"Now, excuses aside, I don't want to get my friends and acquaintances caught up in this battle. Besides, no one is going to know the difference between ghosts ally and ghost enemy—no one who's a Native here anyway. I don't see any advantages to calling them and bringing them to the real world, when they can't help that much." It was bad enough few people in this gigantic place really believed in ghosts. Getting the fighters to realize the truth would be hard enough without adding the additional problems of them trying to differentiate between friend and attacker.

Red's temper returned full force. "That's a load of BS and you know it! Why are you so complicated when all other ghosts have clear obsessions? In fact, you remind me too much of Fenton and right now I can't stand the sight of either one of you!" Before Phantom could respond, she had cut the line and left him alone. Startled, and shocked.

The ghost kid stopped in mid air, trying to deny the truth in the accusation, but failing. He bit back a scream—with his emotions changing so suddenly in this new environment, it was impossible to determine if it would be a normal yell or his powered Wail if he let loose.

Jasimine would know how to help him out. Girls were so complicated. Phantom touched his Fenton Phone, linking him to the whole group again. A whispered request for locations brought a mini screen up, and eight dots flashed, imposed over a 3D map of New York.

Phantom bowed his head and concentrated. Sweat lined his brow, but he succeeded in having two duplicates instead of one appear on either side of him. Phantom, and the two Inviso-Bills looked at the screen and split up, flying towards the paired up dots. This would have been easier if Jazz had stayed with Sam and Tucker, but that didn't work out.

**MARVEL COMICS!**

Venom pulled out another bar of chocolate, but regretfully put it away. Now was not the time to indulge in eating. In fact, he had to pace himself or end up hunting humans to survive. With his hated archenemy back in town, that just meant more complications in staying alive.

He left Norman, and let the Goblin approach other Spider-Man fighters. Venom was not known to get along well with others; however, team efforts were not unheard of. Just difficult, which meant few would listen to him.

Venom let himself meld back into the shadows as he swept through the town. Few people noticed erratic shadows, but they sure did notice dinosaur like figures—sharp teeth, and a crude temper, plus all black skin was strange enough to bring attention to oneself, despite New York being home to the weird and unusual. Perhaps it was because survivors of Venom and Spidy fights knew the nightmare figure when they saw him again.

Venom flowed over to less populous sections and peered inside the rundown housing. Fighting any of the crime fighters did not pay, and unless one was working for organized crime, they tended not to be able to afford decent living conditions. Not to say everyone in the poorer sections was a super powered villain; that's just where individuals like Daniel Berkhart, Francis Klum and Quentin Beck usually ended up between fights. When they weren't arrested that is.

Venom hissed. He'd found someone. "Adrian Toomes" said the black spider fighter to the rogue. "I've got a proposition for you."

Adrian Toomes, an older man, stood up and walked over to the window where Venom let himself in. "Yes? Because I'm in the mood to kill something." He warned and threatened the unwanted visitor.

Venom smiled, but kept his sharp teen inside his mouth. "How would you like an opportunity to take down Spider-Man?"

Vulture, tapped his foot. "Not going to happen. He's not in town, and you aren't a team player." He turned his back, ignoring the alien Symbiote.

"I didn't mean it like that." Venom hopped onto the ceiling and dangled from the corner. At times, it was fun using Spider-man's powers. "The city needs the help of those used to fighting the unnatural and dangerous. You've gone against almost everything thinkable—including the Avengers." He dropped down and landed on a pile of sliced electrical thingamabobs. Venom grinned nastily. "All it takes, is to not attack our hatred enemy until the ghosts are gone, defeated, vanished. . ."

Adrian turned on a dime. "Ghosts you said?" He let his thin mouth smile, revealing yellow, cracked and crooked teeth. "I'm in." The old man dug into the pile that Venom landed on and pulled out wires. "Just let me make modifications to my suit." Mr. Toomes was quickly involved in fixing the Vulture costume: he didn't notice Venom slip through the crack in the entrance hall, nor did he realize that he'd forgotten to ask more important questions, such as 'when, where, and how?' The faint light didn't bother him at all—not if this was a surefire way to fight without painful repercussions.

**DANNY PHANTOM CARTOON**

Jasmine Fenton and Mars Leyland walked in the Big Apple, trying to find potential weak points. It was an exercise in futility; the city was too big to defend. Not enough people were knowledgeable in ghosts: rather, how to fight successfully. Still, the two teenagers familiarized themselves with the City, as much as they were able.

A cool blast of air revealed the presence of their ghostly teammate. "Phantom!" Gasped Jazz. "What are you doing here?"

The white haired, young ghost shook his head and pointed at his ear. "Oh. Sorry, Inviso-Bill." Her mouth twisted on that name. She hated it almost as much as her brother did. "My question still stands."

Mars took one look at the floating individual, and subsequently looked over the ghost to the people who were beginning to stare. "First, land. We don't need a panicked mob before the real invaders come."

Inviso-Bill glared, but did settle down and stood next to the two Amity Park citizens. "Red's mad at me." He said, jumping right into the crux of the subject. "If she hates ghost with a passion, why is she so furious with me for not talking with my acquaintances?"

Jazz sighed. "Let's get out of the way." The two boys shrugged and moved over to the cement wall. Jazz pulled out her headband and began twisting it. "Red is just as concerned for her family and friends as you are, Bill. She's not as torn, what with having only living to worry about. You, though are an important link between the worlds and I understand your reluctance to bring them into the coming fight, but." She replaced the headband, and grabbed a lock of her long, reddish orange hair, rubbed it between her fingers.

Inviso-Bill cracked a smile. "Bill?" he reiterated, when Jazz stopped to breath and pondered how to bluntly say the rest of her speech.

Mars shrugged. "Hey, she can't call you Dan—not when the name is Inviso-Bill, instead of Danny Phantom." His arms were crossed together, in an indifferent manner.

The ghostly teen turned to the black haired Caucasian. "Speaking of Phantom, how did you and the Professor figure it out?"

Green eyes peaked from behind the black bangs. "I don't know how the professor figured it out, but you didn't deny the accusation, which clued me it." Mars leaned his head on the multicolored wall. "Remember, he has his own secret and talents."

Jazz cleared her throat. "As much as I enjoy seeing you two 'bond', the conversation isn't productive to the tormenting question Bill asked; is it?" The redhead paused a moment to let the boys mutter apologies. "Anyway, I'm not a certified Psychologist, but I would have to assume, Red's worried about the outcome. Did you really take off without notifying anyone?" Jasmine asked, astonished at her brother's lack of foresight.

Inviso-Bill snorted; it could have been interpreted as denial or oops. "Not exactly. The Box Ghost did warn me, and I followed Wulf as soon as possible, but otherwise, yeah."

"Wonderful." Jazz threw up her hands. "What next? The sky falls down and knocks us all unconscious?"

Inviso-Bill glared at the oldest Fenton child. He so did not want to deal with hysterics. Without warning, he turned himself invisible and jumped up to fly back to the DALV complex. He needed to blow off steam, and what better way to do that, than destroy something?

**DP-SP DP-SM DP-SM**

Spider-Man did drop in at Hell's Kitchen at lunchtime. He swore as he found himself dodging an aerial attack, barely avoiding bolts, arrows, and icicles after walking in unannounced. "Hey! It's me. Drop the attack."

Iceman stopped throwing first. That didn't mean he dropped the weapon he froze out of the water molecules in the air. "While I will admit Spider-Man arrived last night, that doesn't mean you are him."

Vision, stood up and walked into the path of the thrown projectiles. "I doubt anyone else can dodge so well." He turned around and faced the others, daring Hawkeye to disagree.

The arrow man lowered his crossbow. "True. I never miss, yet all of my bolts are in the wall." He held out his hand and clasped Spider-man's arm, pulling him into the meeting room. "Good to have you back, SM. Where have you been?"

Daredevil addressed the group. "You did receive the message. Excellent. What do you have for us?" His fingers remained in a constant stream of motion. Some others like Ghost Rider and Moon Knight had to shake off their shock from the sudden change in attitude.

White Tiger just grinned and slapped the red-blue costumed back. "Come on. If you're back for real, and not just a visit, then we need to know what prompted you to shorten your vacation."

Spider-Man grimaced. "Ghosts. I am really starting to appreciate my regular opponents. At least I know how to stop them." His voice rose and addressed everyone. "Spectral fighters are coming and my source suggests they want to turn New York into ruins fit for them, not humans."

Moondragon blinked. "Real ghosts? Not fakes or something else? Like the attackers who had free run about a month ago?"

Spider-Man nodded in the affirmative. "Yes. Phantom believes they will return. We're not sure in what strengths the ghosts will arrive, but this time they won't leave without a fight."

Iceman sighed. "Vision, I understand you can phase through solid objects? Can you move other objects into side detentions, or something? Phantom can and he dropped SM from the ceiling at the mansion."

The glare from behind the all-encompassing Web style mask wasn't visible to anyone. DareDevil saw it, with his radar, while Bobby Drake just felt it. Most others were oblivious to the facial change. "Kindly not mention that episode again" growled the lone fighter.

Iceman, smiled broadly. He prohibited himself from pulling out a pad and pencil to mark the first time he got the other mad. "Back to business: The Xavier Mansion is currently host to some visitors from Amity Park. The Fenton family fights the supernatural as we fight the paranormal and they came to help defend us. Any takers?"

Spider-Man jumped up and twisted to land on the ceiling, feet first. Daredevil glared at the space the loner vacated while practically everyone traded confused glances. "Who are you?" The red devil fighter asked of the seemingly empty air.

Phantom shimmered into view, startling Hawkeye and the White Tiger. The kid shook his head. "I don't really want to know how you saw me. I'm just glad there's someone I can't sneak up on." He glanced up towards the wary Spider-man. "It would be amateurish of me to repeat a trick that was successful last time, sir."

White strands of webbing lowered Spider-man back to the ground. "I thought you were in a meeting with the bigwigs and powerhouses."

Phantom walked through the crowd, instead of finding a path through the group. "I was, but had to leave." He frowned and aimed his hand over an empty spot. Blue ice came from his palm and condensed to form an ice chair. "I didn't realize exactly how bad it could get before talking about the things I've faced and fought."

Iceman's jaw dropped. "How, what?"

Phantom shook his head. "Get used to it—I'm abnormal, even for ghosts." He tired, unsuccessfully to flatten his white, windblown hair. "Actually, I was wondering if you wanted to peak into DALV manufacturing factory. It would be suicidal to go in without back up."

Spider-Man snorted. "Where I have I heard Dalv before?" the Ghost Rider asked no one in particular.

"It's Vlad, spelt backwards." Phantom smirked when Spider-Man's head whipped around. A few others traded confused glances and stared. The young ghost nodded. "Yes, Plasmius does have contacts with Masters," he answered an unspoken question. "So, do you want to check it out, or did you have something else planned?"

Hawkeye replaced the arrows in his quiver. "Are you asking just SM, or all of us? I am interested in learning more of this Plasmius and what causes you to spit on his name."

Phantom considered the request. "Anybody can come, if they want. For information on ghosts, you might want to visit Amity Park and pick up a visitors packet. That, or hack into the Fenton's computer—I think young Daniel keeps files on all those he encounters."

His green eyes lit up in internal amusement. Chuckles filled the building; not just his, but also Moondragon's and a few others.

**CARTOON, Danny Phantom, CARTOON**

Plasmius paced Walker's office. "I don't care what you desire! I need you to keep these miscreants in line. I am not about to let another ghost disappear and follow in Perplexer's footsteps."

The ghost guardian leaned back in his chair. "If I leave, then Bullet will be in charge. I don't trust him anymore than you trust your other underlings." He pointed a bony finger in the halfa's face. "Perplexer's unique ability was described as messing with the senses. How do you know he didn't pretend to remove himself from this haven?"

The blue vampire snarled and slammed the offending hand away. "Because he didn't." Plasmius stated, sure of this fact. "He's too young and untrained to be able to pull this off. It's not a trick." He grinned and allowed his cainine teeth to extend. "It wasn't The Fright Knight either—I checked over his objections."

Walker hid his dismay. This was getting serious. If Plasmius was incapable of realizing and understanding that The Fright Knight would never lie or work against his current leader, then this was only the tip of the iceberg. Walker had at least thing going for him—Phantom showed no sigh of the madness that was consuming Plasmius.

Of course, it was possibly only time would bring forth the insanity. Hopefully, the younger halfa would be able to stop himself before the obsessions overrode common sense.

Plasmius bumped into the wall. Feeling irked, the blue ghost teleported out of the warden's reach. Walker's response to the abrupt disappearance was to sigh in relief. He tapped his rulebook, pondering.

Back at the alcove where Skulker, Technus, Ember, Spectra (back with Bertrand, now that Perplexer had disappeared), and a host of others waited impatiently for their boss/employer to show up, a vocal argument was threatening to turn into a fight. Plasmius arrival forestalled everything.

"Master." The Fright Knight knelt down before Plasmius. "Is it time to go, or are we to wait like women and children?" Skulker and the others dutifully filed in behind the powerful fighter. Some copied his stance; others did not.

Johnny 13 snorted from the sidelines. Shadow quailed under the red-eyed glare Plasmius shot towards them. Kitty moved back and raised her hand to slap the back of his head. "Stop it!" she hissed in warning.

Plasmius rolled his yes, but did not discharge the eye blast he had wanted to use on the offenders. "It is time." He announced, when he held everyone's attention. "Lunch Lady"

The multi-colored cafeteria worker floated up. "Yes, sir?" She asked, fully recovered from the black, splotchy illness.

"Take YoungBlood, the Box Ghost, and the weakest ghosts. Scout out the town; attack the schools, at my signal." He turned back to the others, not noticing the fact that Cujo, who'd been sleeping nearby, raised an ear, and shot off, heading towards a call, only he could hear. The Fright Night did, but he didn't say anything.

Plasmius continued assigning his followers into small groups, ready for havoc. Before leading the charge, though, he decided to go through the Fenton portal one last time—leaving the Fright Night in charge at the portals that lead to New York, and surrounding lands.

He rubbed his hands in glee. The skeletal soldiers were wandering around the portal, aimlessly. Plasmius approached them and ordered them to attack New York City. Slowly, the foot soldiers, Pariah's army, moved out; marched towards their new goal.

He didn't bother checking to see if all of them followed. The Wisconsin ghost never knew some of the skeletal figures that had been protecting the small town from inside the Ghost Zone, had left their posts and were headed elsewhere—Plasmius didn't care at the moment. The soldiers were only cannon folder anyway

**MARVEL COMICS!**

Johnny Storm flamed off, and landed on the Baxter Building roof. He was grinning wildly. It had been too long since he'd been able to goof off with a girl. That Red clad flying figure was hot. Plus she had hit him.

Johnny whistled as he took the elevator down into the living quarters. More of an entrance hall, but when Sue Storm Richards decorated, it looked more like a real home than anything else.

His eyes held mirth. Perfect! Ben Grimm was unaware of his presence. Johnny tiptoed around the rocky figure, staying at least two meters away from the sleeping figure. The prankster grabbed a fresh can of shaving cream and nearly emptied the bottle in a massive, orange hand. Next, came a feather duster, which was used to tickle the nose.

Predictably, Ben waved tried waving the irritating fly away, but ended up smashing the white hand on his face. That woke up the Thing quite spectacularly. "JOHNNY" shouted Ben, not amused.

Storm, stood back and laughed. "Oh, man! That trick never gets old." He had stopped pointing at his target after his enraged friend threatened to break fingers and dislocated his shoulder. But that didn't mean he couldn't slap his legs for sound effects.

The laughter and clapping-like sound brought Johnny's sister into the main room. Susan Storm Richards took one look at the scene before retaliating. A forcefield slammed the prankster into the closet, causing a pile of linens and towels to topple over and bury him underneath the sheets. Sue smirked when smoke arose from the mess, but nothing caught fire.

"Ah, come on! Not asbestos again. You guys are totally lame." Johnny struggled to dig himself from underneath everything. He did manage to make it towards freedom, but not before scattering the previously clean, nicely folded bedding supplies everywhere in the room. The blond blue-eyed young man crossed his arms. "What? I can't have a little fun now that Spider-Man's in town?"

Sue raised her eyebrow. Her husband's best friend groaned and sat on the overlarge sofa. "The Web-slinger's back? I thought you met someone."

Johnny blushed. "I did." He stepped back and raised his arms to protect his face. "Nothing happened. I flew next to her, and she shot at me."

Susan's eyes widened. "A complete stranger shots at you? What did you do to deserve that? Where's the bullet?"

"Bullet? Oh, you got it all wrong, sister. See, she was flying above the skyscrapers, yelling at somebody, and I paced her. She took out a weird gun and something pink came barreling my way. Now, seeing how often we are under attack by outsiders, I automatically dodge and retaliate. This young lady slips around my fireballs effortlessly." He sighed and grinned in remembrance. Then his eyes opened and he panicked. "Oh man! I didn't catch her name. Got to go!"

Ben shook his head as the hotshot jumped out of the window, flaming on before he fell ten feet. "He's smitten." Ben turned a beady eye towards Susan. "I thought he was still in love with Crystal, the inhuman."

Mrs. Richard nodded. "I thought so too." She watched as the Human Torch crisscrossed the town, looking for the flyer. "Spider-Man's back?"

Ben Grim stood up, walked into the kitchen. "Yeah, SM's back. Surprised he didn't stay long enough to at least say 'hi' and greet the family."

**MARVEL DANNY**

Bruce Banner was attracting a lot of attention by arguing with the security guard, but the scientist didn't care. Didn't the guy know how important that someone physically check the inventory instead of comparing lists and insisting everything was accounted for?

Apparently not. Dalv may have a lot of power, but that didn't mean it was immune to petty theft. Bruce kept trying to point this out, but ended up thrown out for his trouble.

The crowd just parted around him. No one was hurt, and nothing happened, so all interest went elsewhere. Banner just groaned; at least the Hulk hadn't emerged this time. He carefully stood up, making sure his limbs were working properly.

"Do you want some help, sir?"

Banner almost slid down onto the sidewalk. The question was as welcome as it was unexpected. He turned to look at the young lady who had asked. There were two teenagers standing nearby, hands held out, ready to help steady him, if Banner needed it, or asked for help. "Much appreciated."

The scientist allowed the African American to grab an unsteady arm. Banner followed them as they walked away from the overbearing guard, but he couldn't stop himself from half turning and snarling at the building. "DALV! Worthless junk" he snarled under his breath.

His two helpers agreed. "The entrepreneur is a fruitloop." Banner looked again at the two people willing to associate with him. He took a longer look at their ages, clothing and equipment.

"I thought Thanksgiving break wasn't for another week or two." They were high school students, he was sure of it, but they didn't have backpacks or anything to carry school books, or homework assignments. Plus some of their jewelry looked suspiciously like the items Phantom had given to S.H.I.E.L.D.

The teens traded glances and then looked back. "Ditching at the moment—saving a town from ghosts is more important than learning useless facts the idiotic teachers thrust at us."

The boy shook his head. "She's Sam, I'm Tucker," he introduced them, before turning back to his friend. "You enjoyed Parker's classes and presentation."

Banner stopped. "Parker," he repeated. "That wouldn't be Peter Parker, the Daily Bugle photographer?"

Sam nodded. "That's him." Her purple eyes narrowed slightly. "Why do you ask?"

Before Bruce could respond, a black blur flew past them, quickly doubled back before landing in front of the visitors. Banner just shook his head as the crowd froze at the sight of a flying figure. "Hello again, Phantom."

It was the ghost boy. His attention went from Sam and Tucker to him. "Good afternoon, Sir. I must admit, I wasn't expecting to run into you quite so soon." His tone was polite, but his attitude wasn't as friendly and outgoing as last night. Phantom ignored the adult after acknowledging his presence. "Tuck, can you hack into the Dalv security system?"

The African boy snorted. "I was able to deal with SkulkTech version 9.0. I think I can handle a normal computer system." He pulled out a PDA from his pocket and pointed it towards the building Banner had been kicked out of. A few keys were pressed; he looked at the results on his pad. "It will take longer though. Its not synchronized with my equipment." Tucker looked at Phantom. "Anything else?"

The ghost teen sighed. "I don't know." His green eyes glazed over, for a second or two. When he snapped back to the present, he waved and flew off, calling for somebody, or something named Cujo.

Banner shuddered. Stephen King wrote a horror novel titled Cujo and there was a Holloween scare movie with a creature that had the same name. The coincidence did not bode well for his conscious. Still, his helpers didn't seem too concerned with Phantom calling for this Cujo, so it couldn't have been that threatening. "Where are you two youngsters headed?"

Sam began walking. She fiddled with a thick bracelet that adorned her arm. "Exploring New York. Charles Xavier was kind enough to allow us room and board at the school, but Tucker and I are information gatherers at the moment."

Banner didn't respond immediately. He addressed Tucker. "Can you access Dalv's records from the internet?" He exhaled in relief at the boy's curious yes. "Then, I could use some help."

The two curious young adults followed Bruce as he made his way towards the Avenger mansion. Both remained quiet through the subway tunnels, and easily kept pace as he jogged towards his destination. Brown and purple eyes widened in shock as Banner calmly walked inside. "Afternoon, Jarvis."

The Butler returned the greeting. "Good afternoon, Master Banner." He didn't seem surprised by the presence of non-Avengers. "May I ask what you two would like to snack on?"

Tucker's eyes smiled in conjunction with his wide grin. "Could I have a steak?"

Sam lightly slapped his arm. "I'll have a health shake." She took a quick glance at the inside of the building. "Anything meatless will be fine." Sam admitted as she turned to follow Banner up the stairs, impressed with the decorations, and comfortable feeling of the place already. Tucker joined them reluctantly.

Henry "Hank" Pym, stops pacing when Bruce Banner steps into his computer laboratory. "Where have you been? Fury was ready to send his agents to hunt you down."

Banner waved the teenagers inside, ignoring his fellow scientist. "I'm here, aren't I?" He glared at Pym, slowly relenting as the other refused to look away. "Fine, I'll call the general." Bruce pulled out a cell phone. A quick glance through the phonebook brought him the number he needed.

Unnoticed by Hank, Tucker pulled himself up to a computer and started digging his way past the electronic barriers of the Dalv Company. Sam stood between him and the unknown adult.

**CARTOON COMIC TV SERIES**

Damon Grey shook his head as he was given a tour of the grounds. Charles Xavier was being the perfect host: accompanying the visitor, and making him feel welcome. In this case, it was talking about the weather and showing Damon the grounds.

Damon stood on the patio, leaning over the railing, watching the kids play. He shook his head as the young teenagers used their powers. "Charles, how do you regulate the need to protect your charges from the outside world, and the need to let them experience life?"

Mr. Xavier sipped the tea Storm had kindly placed on the patio. "It is a hard burden, but I can't control everything. No one can. We, all the adults and others, do our best to train them so we can let them go."

Damon thought about that as he moved to sit in a chair next to Charles. "I know, but it doesn't make it any easier to watch from the sidelines.

"Here, I feel useless. I came to protect my daughter, but ended up being a burden." He placed his elbows on his knees and slouched. "What's my purpose in life?"

The tea was put down. Charles faced his visitor. "I don't have an answer for that. The Fentons don't see you as a burden. Rather, both parents are accepting of your presence and welcome the fact you too have come to help. I believe they intend to fight alongside their children, instead of hiding them."

Damon sat up straight. "Their children? Jazz is here, but Daniel is back in Amity Park. I had wondered about them willing to leave their youngest alone: why then would they be willing to bring three children of the same age?"

Charles frowned; quickly mind spoke Logan while the other adult was deep in thought. _ Logan, among our visitors, who's related to whom?_

Wolverine was surprised by the question. _Jack and Maddie are the parents of Jazz. Valerie "Red" is Damon's child. Mars, Tucker, and Sam don't have immediate family in the small group. What's with the question?_

_Damon's sure the youngest Fenton, Daniel, was hidden away for safekeeping, but I'm under the impression both children are here._ The old man, opened his eyes. He dropped the link with Logan, resumed talking with the younger African male. "My mistake. Have you any more questions?"

Before Damon Grey could answer, a mechanical shriek pierced the air. Some of the more noise sensitive mutants dropped to their knees and tried blocking out the sound.

Jack dashed through the doors, and ran headlong to the Speeder. Maddie stopped at the end of the patio. "It sounds like the Fenton Exodus Alarm." Madeline turned her mike on to broadcast and receive. "Jack, where's the invasion?"

Other linked sets heard the question, tuning out the world right in front of them. That included Phantom, Spider-Man, Mars, Jazz, Sam, and Tucker. Jack bellowed back, "Not sure! We've got multiple bogeys coming from at least three sites." Jack almost whispered the next sentence. "I think there might be a portal opening right here."

Maddie sprang into action. She grabbed a Bazooka, and moved forward, to cover the back entrance, in the case the ghosts managed to break through into the real world.

Damon had moved into action when Maddie mentioned alarm. He started urging stunned kids towards the mansion, picking up the unresponsive children; overall, evacuating the grounds, so Logan and others, armed with ray guns or grapplers could fire without fear of hitting an innocent.

Wulf joined the X-men. The ghost placed near Jack, claws extended and dripping. When the first green skeleton reopened the hole the animal had made earlier, the wolf was already slicing apart. The next one also fell prey to Wulf's jaws.

However, the onslaught was not limited in restocking troops. As each walking dead figure made its way out of the ghost zone, the path widened slightly, allowing its followers to pass through quicker.

Soon, Jack and his Fishing rod were busy tying up ghosts who paused to slice through the ectocoated line. That took time: time which the living fighters used to retreat, or fired up a Thermos. A few minuets into the fight, Maddie dropped her Bazooka and pulled out the Foamer. It was messy, and the green gunk stuck to everything, but it immobilized the ghosts.

Oddly, just fifteen minuets after beginning their attack, the skeletons broke rank and ran back through the portal. Shocked, the Fentons froze, trying to figure out the next move. Cyclops and Jean were busy making sure the various wounds received weren't mortal, or devastating. Logan joined Wulf in dicing opponents. Both were bleeding profusely, but they kept going.

Two minuets later, the hunters had their answer to the retreat. The portal shimmered before closing abruptly and cutting several skeletons. The pieces on this side immediately turned into dust and the bones disintegrated. The few ghosts that were trapped amongst the humans jumped into the holes fashioned by the Fenton Bazooka. Less than a minuet later, they were gone, and the only sigh that an invasion had occurred, was the lumps of goop covering the lawn and trees.

Jack scratched his head. "Okay, so don't trust portals for transportation."

**DP&SMDP&SMDP&SM**

Orm Leyland sat in a booth, across from his wife, Grace, in a Cask and Cleaver Restaurant, waiting for their food to be brought, when green, glowing skeletons walked through the walls. Patrons scattered, and tables were chopped as the zombie-like creatures swung their swords at everything that moved. Thankfully, no human blood flowed, but that didn't stop the panic.

Orm stood up, intending to confront one of the mindless beasts, when two S.H.I.E.L.D. operatives pushed their way through the mob. He moved to join them, but Grace grabbed his sleeve and held him back. The two specially trained foot soldiers aimed military issue pistols and fired. The bullets passed straight through the boney things: the guns slid back into the holsters, and water pistols were fired next.

Green, foamy gunk exited the plastic guns and immobilized the skeletons. More of the walking dead turned and headed towards the two humans who slowed their advance, trying to scare the living off.

The agents didn't stop firing, but they did begin backing up. That is, until a white-black blur flew between the green army and the humans still in the building.

Orm's eyes widened. What was Phantom doing here? Amity's protector shouldn't have been able to make the daunting trip to New York or have any reason to visit. Mr. Leyland let his head thump the table. If Danny Phantom was here, then those things were ghosts. He raised his head to watch the action.

The ghost boy hovered between the two groups. He shook his head. When Phantom slammed his hands together, which caused a mildly thunderous clap, blue rays were released from his fingertips and highlighted the ghosts. Every skeleton that was touched by a blue beam became encased in ice. Soon, the main body of the restaurant looked more like a dumping ground for green, or blue, blocky figures.

When the last enemy was either captured, or left of its own violation, Phantom landed and approached the agents, talking with them. Orm pulled Grace out while the three were still occupied in their discussion. The Leylands easily left the block behind, unnoticed, as the New Yorkers were still recovering from the shocking visitation.

Once they were gone from the spot, Grace managed to free herself. "Husband, what's going on? I thought our son was safe back home."

Orm began pacing on the sidewalk, avoiding his wife's gaze. "Mars is safe." He assured her. "I just don't fancy being seen by Phantom and identified."

Grace pointed a finger back the way they had come. "That was Phantom? I thought he was older. Supposed to be more ghostly and eerie too, if the rumors were to be believed." She placed her hands on her hips when Orm nodded. "Mister! What else is upsetting you? —Besides the presence of one ghost, and whatever your new boss has you doing."

Orm flinched. It could have been in response to her tone, but it could have also been due to the fact he spied something else that wasn't supposed to be in town. His face drained of color, as he mouthed something.

Grace was able to read his lips. Orm seemed shocked and drained at the presence of Spider-man. Her lips thinned. Spider-Man was a New Yorker. If the sight of the familiar Red-and-Blue figure wasn't expected, then was he one of the targets supposedly eliminated? Impossible—Sheol never missed, and he had yet to fail an assignment.

Still, that begged the question of who was the decoy, or stuntman for the Cap, and where the American hero had been hiding until recently. That is, if it was really him and he was truly alive.

**SPIDER-MAN, AUSM**

The theatrical illusionist, once known to the world as Mysterio, escaped his safe house, with no one the wiser. The doctor wouldn't find out about his absence for several more hours, and by then, he would be long gone, fully immersed in his latest scheme to take down Spider-Man and his associates, once and for all.

He was practically invisible without his traditional fishbowl helmet and flowing cape. This gave him opportunities that his costumed self never had. It was with great relief that he found his coma induced dreams allowed him to access powers and abilities that he never knew he had. Mysterio—recently known as Perpelxer to the ghosts—had always been good with manipulation and usually had a jolly good time messing up the Spider-Man. Too bad he always escaped, intact and sound.

Hopefully today would change everything in his favor. Quentin Beck spun as rocks crunched underfoot. He tensed as a shadow detached itself from the wall, headed his way. Newly discovered instincts were brought into play and Perplexer threw up a bricked barrier that his purser slipped around, intent on someone or something up ahead. Mysterio watched as the shadow detached itself and took on a deep red undertone. A hobo was caught sleeping by the hunger-driven Carnage. The poor human didn't have a chance as his body was devoured piecemeal by the deadly creature.

Quentin shuddered, left the bloody scene behind. He threw himself against the crumbling wall as a wandering skeleton walked passed, swinging an intact, but ancient sword. Beck stepped forward and looked at the thing. "Hmm. New York hasn't lost an iota of weirdness." He shrugged and continued wandering aimlessly; slowly driven by curiosity towards the fireworks battle some blocks ahead.

He stayed in the shadows, away from the action, and watched. It took all his restraint to not attack the colorfully clad costumed figure that swooped in and amongst more skeletal figures. Green blasts either created black holes that pulled only the ghosts in, or left behind piles of stuff that trapped the decaying fighters. Pink blasts came from a lady in red as she hovered above the pitched battle. There were a few other colors, but they were not as numerous as the green and pink beams. Blue was common too, and what the thick cones touched disappeared into grey, metallic backpack things.

The fight didn't last forever—not with the humans continually receiving reinforcements, and the ghosts slowly disbursing under the intense barrage. Still, it was informative.

Quentin stepped back, realizing that 1) Spider-Man was back in town, and 2) Ghosts were invading again, but this time the humans were prepared. Which meant . . . what for him? Was he a mutant who only recently discovered his talent? Did Perplexer really exist, or was he just a figment of a warped mind that somehow brought current events into play even while his body lay unresponsive to outside stimulus? Where could he find shelter while he tried to figure out the answers to those questions and a multitude of others?

**To Be Continued:**

**Thanks to: **NarutoPhantom, inukagome15, SpartanCommander, _JC_, Miriam1, HikaruOfArrow, mystery writer5775, and Hordak's Pupil.

_Okay, I've gotten two requests for specfic fights or team-ups. If you have suggestions or flames, please be sure to review and let me know. _**Gracias and Thanks.**


	40. Chapter 40Not again

**Author's Note**: Thank you, _SpartanCommander_ NaurotPhantom, _mystery writer5775_, JC, _Hordak's Pupil_, inukagome15, _Miriam1_ for reviewing. **Gracias** Skyheart92, y IscaPhantom, para los notas.

Anonymous, I appreciate your input. However, this is the way I write.

**A Phantom Spider:**

**SPIDER-MAN and PHANTOM**

Mary Jane and Aunt May Parker were enjoying talking with Peter Parker. It was good to have Peter back.

Right now, the two ladies were laughing over the revelation that Amity Park was more of a ghost town than any other abandoned town in the old west. Which is what made it so amusing—having a living, thriving city infested with literal ghosts.

Aunt May began clearing the table. "So, tell us, nephew, what's it like teaching out of state?"

Peter grinned behind his mug of hot chocolate. "Not too different from here. The student's don't seem as apathetic, but they still have normal problems." Unseen, his left hand hid the green Fenton Phone. "Jocks are still jocks, nerds are picked on, and family issues take priority. Though, I've not seen a budding superhero so young."

Mary Jane shook her head. "You were Phantom's approximate age when you began your costumed career. Why is it so hard to believe others could do the same? Mutant powers tend to show up in junior-high or high school anyway."

Aunt May came back from the kitchen. "Still, it's hard to believe you are the hero of many children. Every time I look at you, I still see the boy you were, not the adult you have become."

Peter stood up and hugged his relative. "Thanks, Aunt May. Its not often that I get time to hear encouragement."

Mary Jane shook her head. "Tiger, it's been lonely without you. How long can you stay?"

Peter wrapped an arm around her too. "Don't know. Mr. Lancer was kind enough to give me paid leave until I can return." He exhaled. "Phantom won't go back until he's sure the ghosts have left for good. The Fenton's won't leave right away either."

The two ladies swatted him gently. He laughed and began dodging the soft arsenal—pillows. Aunt May smiled as she watched the youngsters goof off. Her eyes, not as young or sharp as they used to be, still spied something green fall from Peter's hand. She walked over and picked it up. After a curious glance revealed nothing of interest, she placed it on the counter, where it would not be accidentally smashed.

**SPIDER-MAN and PHANTOM**

The Helicarrier's war room was home to chaos. Inside the floating fortress, there were Avengers, S.H.I.E.L.D. personal, the Fantastic Four, several X-Men and a few guests. The Fenton Family and Phantom were just a few of those guests invited.

The scientists were not pleased with the addition of those they considered laughing stock of their community. The fighters disliked the presence of noncombatants. No one wanted the ghost around.

Phantom remained in the room, not really involving himself in the discussions, yet keeping an ear listening for openings in conversations. In respect to most of the people, he stayed on the ground, limiting the use of his powers. The ghost wasn't the only one relieved when Nick Fury finally made an appearance, and directed everyone to sit down.

The African American General warded off another headache, by asking "Observations?" to the room at large.

"This attack isn't Plasmius' style. He won't commit unless he knows for a fact he will win." Phantom frowned. "Also, all we fought were Pariah's foot soldiers. That alone is unusual."

"Explain."

Jazz spoke up when Phantom paused to think about his answer. "The skeletons are fully aliened under Pariah Dark. Plasmius took the Ring of Rage from the ghost king. That small transgression is enough to make them all see Plasmius as the enemy." The Redheaded young adult frowned. "I've yet to the so-called Wisconsin Ghost not plan ahead. This move felt rushed, unorganized."

Cold grey eyes stared at the interloper. "Who invited you?" demanded the person behind the emotionless gaze.

Jack crossed his arms. "She's my daughter, and Phantom invited us—he wants to unite us all so he can protect this city from the ghosts."

A snort. "Likely story—how do I know this isn't some fairytale?"

Phantom snapped. "Because _I_ wouldn't be here if this were fake!" He launched himself across the table and into the arguer.

The others could only watch in shock as the steel-grey eyes flashed green, before reverting to normal. He smiled, and turned to the others. "Forgive my interruption."

For a moment, no one moved. Maddie sighed. She pulled out a vacuum cleaner, passed it to Jack who aimed the nozzle at the overshadowed civilian. One press of a button, and Phantom was pulled out, into the machine. The switch was flipped, causing the ghost boy to slam into the wall. "Ouch," he muttered, limping back to his chair.

The prisoner shook his head. "What happened?" he demanded. "I'm not leaving until I get answers."

Phantom leaned back carefully. "I took control of your body. It's not a power I use often. In fact, I try not to overshadow anyone. That's one aspect of ghosts and their powers that the living tend to overlook, but there are ways to prevent it. There are also instruments that will remove ghosts from their hosts.

"However, the more powerful ghosts will only be irritated by the weapons employed by the Fentons. Those are the enemies I'll go after."

Chaos returned.

Yelling broke out among the ranks—the scientists being the most vocal, but not the only ones. The agents also added their two cents of information and understanding—the fighters had their own observations, but couldn't be heard.

Phantom let his head drop. He banged the table, half-wishing for an interruption. A blue mist emerged from his lips and he sat up straight, looking for the ghost. Phantom let his head drop. He banged the table, half-wishing for an interruption. A blue mist emerged from his lips and he sat up straight, looking for the ghost. Not wanting to fight, he turned invisible, praying it wasn't Skulker.

The soft, yet loud voice, of the Ghost Finder cut through the arguments. The female intoned, "Ghost approaching. Power level four. Location unknown." That, combined with Phantom's disappearance was enough to shut them up.

From the back wall, a green puppy came running into the room. He yipped and jumped onto the seat, landing on something invisible. Phantom reappeared, scratching the dog's black ear. "Cujo! Little mutt." He grinned, as the dog tried licking his face. "No, I don't have a squeaky toy on me. Go bug someone else."

The puppy hopped down, but refused to budge from Phantom's side. The ghost boy sighed. "Sorry about that." he said, not sounding like he meant it. He continued scratching the ears.

John Adams took one look at the two content ghosts before attempting to lead this first meeting. "So, we know two items work on as advertised. I then, would presume to think everything we've been given also delivers as promised. Has anyone been able to recreate the weapons?"

Wolverine extended his claws, retracted them. "Nope— Forge is working on them, but that's not helping us much."

Mr. Fantastic agreed. "Not yet—give me an uninterrupted day and I will probably be able to recreate the blueprints." He muttered to himself: "Pieces look like other refuge I've played with over the years, but I don't remember where." He frowned, lost in thought as he tried recalling what was making these items so familiar to him.

Colburn held up his hand as a signal came over the Fenton Phones. Meanwhile, The Fentons and Phantom concentrated on listening to the person on the other side of the link.

"Phantom—I've got it!" came Tucker's excited whisper. "It took me a while, but DALV's security system responds to my inquiries." He broke contact, talking to the adults on his side of the link. "Anyway, Vlad's been busy—at least two piles of experimental technology were given away for testing. One set landed in Valerie Grey's hands, while the other, second generation, was sent to an Orm Leyland under the code name of Sheol."

Baker, after high jacking the signal, routed it through the internal speakers and let everyone in the War Room hear the announcement. Captain America and Harry Osborn both paled. Wolverine just hardened his facial expression, and Nick dropped a blank mask over his features.

Phantom noticed their reactions, but didn't comment. "Thanks Tuck. Did you have something else that needed to be shared, or was that it?"

Sorrow came over the speakers. "Guess who's been making miniportals in abundance? That's right. Vlad. He's serious about wanting to invade New York." Tucker cut off, letting Sam Mansion speak up. "You need to contact your allies, Danny. With all the forces Plasmius is gathering, you won't be able to protect everyone."

Phantom groaned. "Fine." He bit out. "Cujo can take word to Frostbite." The ghost boy grabbed a pad, scribbling a note on the paper. The top page was torn off and wrapped around the puppy's collar. Cujo sniffed the newest addition, before taking off, tunneling through the wall, on his way to the Ghost Zone. Now, the only ghost left rubbed his temples. "Any more unhappy news for the living?"

Sam spoke up. "Not yet. We'll tell someone if we come across attack plans." A male voice in the background could be heard to say "crazy fruitloop doesn't have basic security."

The 'walkie talkie accessory' fell silent. Ashton spoke up: "DALV's inventory isn't hooked up to the internet. In fact, it's completely separated from the modern world. How is it two of your party were able to infiltrate his system?"

Maddie Fenton smiled. "True, but everything is linked, in minuet ways. For example, all living things are made of elements, and contain DNA. The Internet uses phone lines and electricity—plus supercomputers—to link everything together.

"Ghosts are similar. While they don't share things in the same exact way, they do leave behind an ectotrail. Modify your signals correctly, and you can use ghost paths just like phone wires. The Fenton Phones were originally invented as a ghost noise filter, to prevent humans from being influenced by sound waves, but they can also be used as tracers and links." She crossed her arms, pleased with the inventiveness of her son's friends, and the durability of their technology.

Bellini blinked. "Are you suggesting that Dalv is involved with ghosts?"

Phantom rolled his eyes and snorted. "Not suggesting. Stating. In fact, it is run by a ghost."

Bellini shook her head gently. "No, it was started by Vlad Masters."

Jazz grinned wickedly. "That doesn't mean he's himself. Nothing in the DALV's arsenal checks for ghostly influence. The Plasmius Maximus may drain a ghost of its powers, but that effect is short-lived." Her tone and body stance stated, 'argue with this if you can'.

More than a few people found themselves unnerved by that accusation.

**SPIDER-MAN and PHANTOM**

Carnage ducked back into the shadows as a peculiar roar sounded overhead. The child of Venom looked up and watched as the Red Huntress flew by, intent on something.

The alien symbiote frowned. His last meal was enough to satisfy himself for now, but he knew he would have to eat again soon. His tongue flicked in and out, tasting the air. Carnage frowned. Since when did death walk among the living? He followed the fading trail, interested in finding out what was alive, yet dead.

He did not notice the faint trace of Mysterio; overwhelmed it was, by the exhaust fumes of the Red hover board. Carnage kept pace with the Red flyer, until he realized she was heading towards Xavier's School for Gifted Children.

Upon that realization, he lost interest in the trail. Whatever it was, he could wait to find out. Right now, it was someone else's problem. Carnage wandered in New York City, searching for a challenge. The rural areas were always full of interesting or unusual smells. Occasionally he found something that intrigued him, worth following.

Today was proving to be an eventful day. Not only did he manage to satisfy his hunger, but he also came across a mystery. Now, late afternoon, another impossible thing was found.

Carnage frowned. Was that gunpowder he tasted? Yes, yes it was. It also felt like a laser device. Odd; why would one need both? Hmm, they seemed to be paralleling a scent that wasn't quite human, but not something he or Venom had encountered before. Since he wasn't on any schedule, he could follow this character.

Slowly, Carnage caught up to the source of the contamination. He stayed in the shadow, trailing the man in black. At this distance, Carnage could tell the suit wasn't wool, or cotton, or polyester. It could have been an S.H.I.E.L.D. experimental suit—perhaps a camouflage outfit?

As he watched, the man flickered from view—at least, in the visible light range. Nothing could prevent all traces of his presence. Carnage watched, utilizing his tongue and heat sensors to follow. Ah, the individual in question picked up a suitcase from inside the wall and disappeared into an abandoned hotel/apartment complex.

Perfect! His forte was shadows. He enjoyed causing panic in lost individuals. It was easy to fool the eyes, and work the imagination into overdrive. Made the meal so much sweeter. Carnage followed, careful to stay where no light could reach him.

It didn't matter that he lost sight of his target. The strange smelling humanoid's trail was easy enough to follow. Whoops, light and sound up ahead. Time to find an air vent. That part was easy enough—so was sliding in the pipes and through the walls. Keeping in touch with his prey was harder. All these unnecessary twists and turns made life difficult at times.

Still, Carnage managed to get to the meeting place just as Sheol arrived.

Kingpin greeted the late arrival. "Sheol! Took you long enough." He berated the bodyguard before speaking to the other members here. "This has gone on far enough!" His meaty fists thumped on something wooden. It cracked slightly. "First this Plasmius invades my city and lets his associates cause havoc. Now, these skeletons show up and do more damage than others. I want answers, fast."

Norman Osborn—who else could be so cold, so oily in his sweet talk—spoke up. "If I were Plasmius, then this would be retaliation for limiting my profits elsewhere. However, the last person you made outside arrangements with, was Vlad Masters of Wisconsin State."

A trembling human lackey couldn't stop stuttering. "P-perhaps, th-this is something else? Wh-what if this is king-kingpin's past coming b-b-back to haunt us? It mu-must be in retribution for order-ordering the death of Thor and other Avengers." A scream cut short revealed the end of the speaker's life.

Kingpin growled at the survivors. "I didn't order Thor's death. I didn't care for Cap's death either. I want my city cleared of the supers. If their blood brings more to my door, then no senseless killings." He turned back to Sheol. "Can you orchestrate another attack—preferably non lethal—on the lesser known vigilantes? Daredevil I want killed, if you can manage that."

Sheol must have nodded, or something, because his voice was slightly distorted as he replied: "Yes I can. When do you want it done?"

Kingpin's tone indicated thoughtfulness, not mindless anger. "No later than the end of the week. Tonight if you can."

Sheol stepped back and retreated, taking the path he had used earlier.

Carnage flattened in the duct, torn between following and listening to the rest of the conversation. The sweet smell of death decided him. Carnage would stay and clean up the body after the others left. He settled down to wait.

**SPIDER-MAN and PHANTOM**

Valerie strolled over to her father. She surveyed the mess left after the battle. "Why does it not surprise me that ghosts attack the Fentons?"

Damon Grey shook his head. "I'll assume that was a rhetorical question." He grinned, and then hugged his daughter. "You're not hurt are you? Fighting ghosts isn't as easy as Phantom portrays it."

Valerie hugged her dad, stepped back. "Phantom's power levels have been fluxuating lately. At home, the ghost stayed stead at level six. Here, he's been shifting from level seven to level nine. The skeletons, individually, were twos or threes. Together they screamed fives or higher."

Her wandering brown eyes caught sight of Wulf, lounging in a pile of green goop. The furry animal grinned as piles of the junk were dumped, burring him. Valerie shook her head, deciding to ignore the sight. She wandered inside, missing the arrival of Phantom.

Phantom walked up to Wulf, spoke in Esperanto. Damon felt his eyes open as the ghost stood up and clawed his way back into the ghost zone. Phantom gave a wave of his hand when the wolf disappeared into his hole, before wading through the growing pile of Foam. Oddly, the trail behind him filled in only as the walls crumbled, leaving the pile smaller than before.

Damon turned towards Jean Gray Summers. "Do you know what he's doing?"

The telepath shrugged. "No." Her eyes lost focus for a second. "You're daughter's been alerted to Phantom's arrival."

Valerie did race out of the mansion, ray barrel raised. She pointed her weapon up. "What are you doing, ghost?" The hatred was back. Either that, or her patience was wearing thin, for ghost was snarled.

Phantom obviously caught that. He stopped walking through the pile, no longer shrinking it. "Trying to help clean up. I'll stop, if you desire me to leave."

Valerie sank down, nearly falling on her back, held up by Phantom. "I don't need your help." She pulled herself free from his grasp. "I want to know what you were doing that caused your energy levels to jump up to 10."

Phantom turned as white as a bed sheet. "Level ten?" he whispered, shocked. "I was absorbing the discharged foam. It was on a lark, but I will admit, I feel rejuvenated."

Valerie checked her readings again. "Level eight is manageable, but where did the extra energy go?" She glanced from the obviously smaller pile to the recovering ghost. "Don't tell me. Inviso-Bill needed recharging too."

Phantom grinned weakly. "Yeah." His arm reached back to rub his neck. "That, and I don't normally stay this long. I prefer popping in and out. Here, there's no Fenton Portal to escape through."

Jean shook her head and approached the two teenagers. "What about the hole Wulf traveled through?"

Phantom shook his head. "That's his power—creating tunnels that temporarily access both realms at once. Most ghosts need to find a portal, to access earth. Of the man-made variety, I know of two. Of the naturals, I trust none, even if I knew where they were."

Damon spoke up. "So, you're saying your stuck here?"

Phantom denied that statement. "No, I'm not stating that. What I am telling those who listen, is I tend to vanish as soon as possible. Right now, my feelings of responsibility are holding me back." Seeing as the girls were trying to unravel that sentence, the Ghost boy walked back into the pile and drew up more of the gunk, leaving behind clean grass.

**SPIDER-MAN and PHANTOM**

Back in the Helicarrier, the yelling had stopped. General Nick Fury had ordered everyone to grab a bite to eat, drink or something, "just take a five minuet break". Phantom was flying from group to group, trying to keep track of all side conversations, when a sudden increase of power rushed through him. He froze.

The Fenton Finder binged simultaneously with the added energy. Mr. Fantastic stretched his arm and grabbed the device before Jack could pick it up. "Ghost level increasing exponentially" intoned the female voice. "The ghost in this room is now level eight, still increasing in ectostrength."

Phantom slowly lowered himself to ground level. He smiled sheepishly. "Um, my duplicate is helping clean up at Xavier's." The ghost's cheeks darkened with green, as his face flushed.

Jazz and Jack blinked. The red-haired young lady spoke first. "How long has your duplicate been around? In fact, are you Phantom or Invisio-Bill?"

The ghost's head dropped to his chest. He mumbled, "before the attack," and "Phantom". He began sinking through the floor.

Harry Osborn raised his hand. "Duplicate?" he asked, trying to gather the scientists' attention. It worked: kind of. Jack Fenton immediately launched into a detailed explication of ghosts and their powers, rounding out the no-longer-only-hypothesis theory with a bunch of Latin terms. When Phantom finally flew up, recovered from his emotional setback, Harry raised his hands. "Stop! So it is possible for ghosts to project their images elsewhere, and a few can divide themselves. I get that."

Maddie raised her hand to hide a smile. Her eyes glanced over to the ghost child. She frowned. Something was different.

Mrs. Richards figured it out first. "Phantom." Susan gently said. "Your mind looks to be miles away."

The green eyes refocused in this room. "Sorry about that." This time, he gave in to the habit of rubbing the back of his neck. "I didn't realize how distracting two of me could be." His eyes dimmed slightly before recovering and glowing stronger than before. "May I be excused, sir? There's some business I need to take care of." Phantom addressed the director.

Nick nodded. Phantom phased through the ceiling, leaving behind a relived sigh that cooled the atmosphere slightly. In fact, the floor he exited through held icicles and tensions were reduced as the ghost left. Without the ghost's presence, the hard-core scientists found they could breath easier. Nick noticed the changes, shook his head slightly.

**SPIDER-MAN and PHANTOM**

New York City proper was treated to the unusual sight of an unidentifiable individual floating in front of a Newspaper building and waving to the editor. Tabloids and magazines were usual avoided by the famous and super powered individuals. Especially this newspaper building.

Inside the Daily Bugle, Ben Urich, a reporter, hid a grin. While he and the other workers appreciated the blissful silence from a shocked publisher/owner, he and Betty Brant were able to tune his normal yelling out. The only reason half the staff had looked up from their work was because there was no noise coming from Jonah. Glory Grant was the one who noticed the white-haired kid waving, his image visible through the plexiglass windows.

Mr. Jameson recovered from his shock and stepped out of his office. He began talking loudly to the kid. "Go on. Scram. Don't make me call your parents." Jameson threatened the ghost.

Phantom just shook his head and phased through the window, bringing a blast of cold air with him, and scattering loose papers. He looked surprised for a second. "Sorry about that. I didn't intend on letting the wind in."

The elevator chimed just then and opened up, letting its passenger disembark. Peter Parker walked into the explosive situation; outwardly showing astonishment. "Who are you? What are you doing here?" the freelance photographer asked.

Those two questions brought Joseph 'Robbie' Robertson out of the backroom. The editor-in-chief smiled. "Welcome back, Parker. As much as Jonah hates to admit it, we need your photographs. Got any ready?"

Jameson recovered. "Robbie. Get out. You know buying pictures is my job." He turned to Peter. "Parker, if you don't have anything for me to print, then go out and get something newsworthy." He glared at the ghost, waved a think finger at the intruder. "As for you, this is a Free Speech country, and a private institution. Now since, you don't have any business to do with news, leave now." Jonah's tone was not inviting.

Phantom sighed. "Here I was thinking being a real live ghost would be enough to warrant a talk with a reporter."

"I don't care—What?" Jonah blinked, once before changing subject. "A ghost? I don't do jokes. However," his eyes landed on Ben Urich. "Ben, get over here and help out friend out."

Ben pulled out a cigarette, refrained from lighting it as the two walked outside, using the stairs. "A ghost? Really? Why do you need to talk to me?" He already had a mental notepad out, recording every word spoken during this 'interview'.

Phantom's green eyes burned into Ben's brown-grey, looking at his soul. He nodded, pleased with whatever he found. "My name is Danny Phantom, and I need help saving DareDevil. Actually, saving him is secondary; first goal is to warn the citizens of New York." He fell silent, and didn't speak as the two descended another level. "Have you heard of Amity Park?"

The sudden change in subject threw Ben off track. "Can't say I have. Are ghosts predominant there?" he asked, almost jokingly. The laughter cut off when the other nodded. Ben cleared his throat. "So, what did you want me to warn the general public about?"

Danny shrugged. "I didn't get that far." He admitted. "I'm still trying to figure out how to survive the coming ghost war that's threatening to invade on human turf." They turned the corner and landed on ground floor. "Brace yourself." Danny Phantom warned microseconds before he grabbed Ben's shoulders, and flew them out of the building, invisible to the naked eye.

Ben Urich didn't have time to scream before they were several stories above the busy street, and heading east, flying faster than the traffic below. Eyes clenched shut, trying to deny the last minuet's worth of events. The wind blowing on his face ruined his concentration. One eye opened partway when it felt like all forward motion was severed. The other eye shot open.

Lady Liberty, impressive from the sea, was just as heartwarming from the air. It did not matter that there was no soild ground beneath their feet—his breath was taken away at the sight. Phantom spoke. "This is why I defend humans. Because they have the capacity to forgive and the ability to boldly go where no one has gone before." Danny fell silent again, flying them back to New York.

Ben had no words to add. He looked, really looked, into the face of the ghost once they landed. It was just a kid. A young teenager who's main goal should have been having fun and getting good grades, not struggling to fight against evil in all its forms. Mr. Urich shook the boy's hand. "Thanks for showing me that." He grinned. "Which hero is your inspiration?"

Danny blushed. Again, the cheeks turned greenish as the ectoblood rushed to the surface. "I'm following in Spider-Man's footsteps, but I liked reading Superman comics." Shots rang out, grabbing the attention of both super-hero-in-training, and Daily Bugle reporter. "One second."

Ben watched, almost ready for anything, but not this. The ghost shimmered slightly. When he reverted back to normal, there were two ghosts instead of one. One immediately sped off towards the confrontation, while the other grabbed Ben's arm and pulled him in a different direction. The reporter was dropped in front of a group of teenagers who were being chaperoned by Bruce Banner.

The scientist was shocked at their sudden arrival. Danny addressed the other two teenagers. "Where's Mr. Leyland?"

Tucker blinked. Sam shook her head but answered. "Last I saw, he was with Jazz somewhere near Central Park. What's wrong, Phantom?"

The ghost's green eyes were dim with worry and pain. "Daredevil's being fired upon. I need a distraction, because the shooter's loaded with ectoweapons and is anticipating my moves."

Banner stepped back. "Allow me." He said before releasing Hulk. The green monster growled, jumped above the small group and headed towards the confrontation. Those who saw the creature approach ran away.

**SPIDER-MAN and PHANTOM**

Sheol bit back a curse as DareDevil swung away from the bullet's trajectory. It was inhuman, the way his target avoided in his crosshairs. Daredevil was on par with Spider-Man, in anticipating where the most damage would occur. That didn't make his job any easier.

A second shot was fired, managing to cut skin of the infamous hero, but not slowing the frantic activity one iota. His third bullet was on target, but cut through the figure with no side effects. Sheol leaned back in momentary confusion.

Oh, that's why. Phantom arrived. Sheol grinned. He switched the materials from lead to ecto. This one Phantom would not be able to phase out of. The trigger was pulled. The ghost boy slumped forward, green blood dribbling out of his chest, from the surface wound just below his ribs. Phantom spun, shielding DareDevil, but still wincing from pain. A green shield was brought up, but only slowed the ectobullet slightly.

It took long enough to reach its destination that D.D. was able to wrap his Billy club around the ghost and pull him out of the path. Phantom phased through the wire, once he was clear. DareDevil gave a salute before he jumped across rooftops, trying to lead the assassin away.

He grunted when the next beam struck him in the leg, causing a slight stumble, but it didn't floor the red clad hero. The next laser struck an energy shield that Phantom raised. "What are you doing kid? Don't let him pin us down!"

Phantom gritted his teeth. "I'm not. I'm saving your backside. Reinforcements are coming." He dropped the shield and flew over to DareDevil, pinning him to the rooftop. Almost immediately, a huge shadow jumped overhead and landed heavily on the rooftop that the shooter was hiding on. Daredevil sat up, slightly disoriented from pulling himself through the child who'd saved him, looked at the person who interrupted the shots.

His covered eyes widened. What was the Hulk doing here? DareDevil reacted on instinct and raised his club to fire a line across the city streets. He made it halfway to the roof where Hulk was fighting something, when his path disappeared. Phantom pulled Daredevil off his wire and flew them down to where four others were waiting. Daredevil found his jaw dropped when two of the forms (his rescuer and one waiting) merged into one individual. His arms crossed. "Tell me why I can't go to the shooter's rescue."

Phantom blinked, then grinned. "Spider-Man wasn't kidding when he said you never fudge the line. I'm not sure how that's possible, but I didn't expect anyone to side with their potential killer."

Tucker shook his head. "Dude, don't know anything about Spider-Man? He will team up with anyone and everyone—rumor has it he's even fought along side Venom, and members of the Sinister Six."

Phantom's retort was cut of by the Hulk's arrival. He shrunk down back into Bruce Banner's form, weaved from exhaustion. "Ouch." Banner muttered. "That took a lot out of me." He collapsed and almost hit his head on the cement, held up by Ben Urich and DareDevil. "Shooter's still alive" he said, "beast escaped through a manhole," Banner managed to say before exhaustion pulled him into unconsciousness.

The still-conscious superhero took another glance at the kids. "What happened to your wound?"

The two regular teenagers glared at their friend, who winced. "Cuts and scrapes heal easily—apparently they disappear when I and my duplicate reconnect."


	41. Yes! More actionCliffy?

Story:--repost to fix a grammar mistake.

**Gracias:** Hordak's Pupil, JC, inukagome15, mystery writer5775, Princess of Danny Phantom, Miriam1, NarutoPhantom, SpartanCommander, and darkhorse111. **Thank you.**

**Disclaimer:**_ If you honestly thing that I own Danny Phantom, you haven't been reading my previous disclaimers. I assure you, nothing has changed since then. Ditto Spider-Man, and Marvel Comics._

**A Phantom Spider: XLI Chapter 41 XLI**

_New York State: somewhere_

_**Penelope Spectra:**_

The emotional-feeding ghost made sure her form was that of a human, and not her normal shadow creature appearance.

Spectra frowned. She walked into the room where Matt Murdock and Allan Smith sat, waiting for a psychiatrist. "Good afternoon gentlemen. What may I do for you today?"

Allan leaned forward, not wanting to speak up. It was a childish but instinctive reaction when the person speaking didn't want to be overheard. "The police refuse to listen to me unless they have a note from a doctor saying 'I'm not crazy.' Can you help?"

Spectra sat straight in her wooden-backed seat. She could feel the misery pouring off this human. The thin cushions, and cold temperatures already discomforted him. Add in why he was here, and he was the perfect patient. The lawyer nearby wasn't nearly as distraught, but it didn't matter for now. "Possible, but I will need you to elaborate before I can give a confident answer."

She smiled behind the mask, absorbing the emotions; to all intent and purposes, listening intently.

Allan coughed. "No one believes me when I insist that a blue skinned vampire captured me and tortured me. I don't understand all of it—Vampires aren't supposed to be able to go through walls, nor shoot energy beams. Plus, the only ones I've encountered are afraid of light. This one seemed to create its own."

Spectra motioned for him to continue. This was interesting. Plasmius was vamperish? Perhaps there was reason to look in the myths, legends of so-called supernatural beasts. She did not notice Matt Murdock shift uneasily. She did not notice that his uncertainty was unavailable for her use. Penelope was focused on her patient, this human in front of her. Oh, the anguish would be enough to feed her for days, if not weeks!

**New York City: time unknown**

Phantom felt a jolt as he talked with Iron Man, Captain America, Bruce Banner, and one or two others. Ben Ulrich was taking notes while Nick Fury was listening intently to this debriefing/discussion. The man in red and gold metal garb shook his head. "So, let me get this straight: you learn Daredevil's life is in danger, but instead of coming to an Avenger, you talk to a newspaper reporter? A reporter who works for the terrifying Jameson?" He waved an arm at the warn-out scientist. "Then, this man becomes involved, and you expect me to believe Hulk is under control? The Hulk has never been under control. I would say he's a freak, but he's also an Avenger."

Phantom stopped listening as Iron Man began a tirade against his judgment. Internally, something had changed—and it was more than enflamed wounds caused by the ecto fight earlier. He stopped trying to figure it out when the Cap disagreed. He tuned back in when his name was mentioned. " 'What do I have to say for myself'?" Phantom reiterated the question posed by Iron Man. "I am a ghost! I'm trying to follow normal procedures here, but no one in their right mind would trust me and I thought I could handle a human. Taking care of a town by myself should entitle me to some respect!" He snapped, turning in anger when his ghost sense went off. He put some power into his fists.

Banner noticed the glowing, smoking hands and motioned for the others to step back. Ben gathered up his notebook and prepared to retreat to his 'hell-hole of the news industry' when a faint beeping distracted him. A green puppy shot between the legs and jumped up into Phantom's arms.

Nick, who'd seen the interaction between Cujo and Phantom before, realized something was wrong when instead of affection, he saw hatred smoldering in the glowing eyes. There was no head scratching, but an irritated shove. He kept his concern to himself, but promising to keep an eye on this new development.

Ben posed a statement of his own. "Not a puppy lover, I suppose."

Phantom shook his head. "Cujo's a ghost. All ghosts are bound to hurt people sometime. It's my job to make sure none succeed." He gave a harder shove to the puppy, and turned to the others. "Now, excuse me, I really must be going." With that said, Phantom flew through the window, not bothering with the same courtesy he'd been careful to exhibit earlier.

The group filtered outside, voicing their concerns about the ghost's unusual behavior. As he walked around, Captain America shook his head. "Something's wrong with our ghostly friend. Any ideas what?"'

Iron Man rolled his eyes. The motion was unseen behind his helmet, but his attitude was still visible. "No. In fact, this entire thing is throwing off most of my calculations. I checked the research done by the Fentons, and Phantom is only now starting to conform to basic assumptions."

Ben shook his head. "He was hurt earlier fighting someone. Perhaps this is a natural change to injury?" The _Daily Bugle_ reporter glanced at his watch. "Whoops. I'm late. Hopefully we'll meet again under better circumstances." Ben Ulrich broke off from the other two, muttering under his breath.

His rushed arrival into Jameson's office was noticed. Predictably, the editor continued barking orders to his employees, not even giving the rushed writer a hello. Ben brushed off the lack of attention. He was used to it. Peter Parker passed him a cup of hot java and sat down. "So, what took so long? Jonah was under the impression the interview would take five minuets max."

Ben pulled out his notes. "Oh, the questions and answer part didn't take that much time. It was the flight to the Statue of Liberty that distracted me, and a small detour Phantom took to allegedly save Dare Devil's life." He pulled out a fresh sheet of paper and inserted it into the manual typewriter he used. The coffee substance was drained in a gulp, before the hands went to the keypad. A sideways glance at his side revealed Peter was still around, but that was it.

Ben sighed. Peter wasn't going to leave without more info. To be truthful, he knew why: once a reporter in the news industry, always a reporter, even if the job was just photographs. "My first impression was the kid is human, or at least thinks of himself as human. That assumption was given more evidence when . . . " here, Ben's interpretation of the fight between the laser shooter, Daredevil, Hulk's brief appearance and surprising amount of control were spoken about. "Now, though, I'm not so sure. Phantom seemed to despise the appearance of a green puppy."

Ben shooed Peter Parker off; in his 'mode' he did not notice the photographer's lack of shock during parts of the retelling. That was probably for the better, since as Peter wandered off to the stairs, the Fenton Phone vibrated, and he focused in on the message being broadcast. He subconsciously avoided running into anything as he ascended the staircase and swung off the top story.

**New York City: time unknown**

**Carnage/Venom:**

Venom snarled as the latest friendly villain swung a marble-counter top at him. He quickly exited the latest lair of Dr. Octavious Octopus. Once a mile away, Venom slowed, aiming for a temporary meeting place for those who said yes.

Norman Osborn, in the Green Goblin suit, was already there, waiting impatiently. "Well?" Snarled the man behind the green exoskeleton.

Venom cracked his neck bones, trying to relive some stress. "I was hopping more fellow enemies would say yeah or at least hear me out." The alien symbiote crunched down on substandard chocolate—a Hershey's bar swiped from a Mom-and-Pop store several blocks northwest of their current location.

The Vulture swooped down and landed in the clearing. His new armored wings gleamed in the fading sunlight. They also shrank now that his feet were on solid ground and soon, Adrian Toomes appeared dressed in a skintight suit, similar to popular dress preference for many New Yorkers. "Is this all of us?" Asked Vulture with some disgust.

Venom shrugged. "It wouldn't be if I hadn't made such a reputation for myself. Ah well, the three of us makes it a better contest for when the ghosts are defeated." He would have continued but a crunching sound and the smell of blood drew their attention.

A second slimy, black form detached itself from the shadows. His jaws dripped red liquid and his eyes were slightly glossy. "Interesting entrance, _Dad_, but you forgot one important thing." Carnage walked up and stood directly in front of Venom. "Kingpin's in this game too. Doesn't help that the crime lord who usually keeps me fed doesn't believe in ghosts or their power. Sheol was able to negate Plasmius' attack during a private meeting.

The two aliens circled each other, not noticing when the humans backed off. If Venom was bad, Carnage was worse. Having both together could be deadly for everyone.

Goblin applauded, trying to divert the attention. "Kingpin you say?" he asked, suddenly intrigued. "What's his take on this?"

Carnage's tongue tasted the air, testing Goblins sincerity. "I don't know. He's abandoned me to my own devices for the last six months, and it was luck alone that led me to latest meeting with underlings." His head bent at an unnatural angle, almost ninety-degrees. "My latest feeding will keep me sane for a while."

Venom jumped up, attached himself to the concrete wall, ten feet up. His black eyes surveyed the streets and air. "You enjoy the terror, eating causes among the prey," Venom admonished Carnage. "I admit the feeling energizes me too, but alternate sources are tasty." His focus was drawn away. "Who wants to infiltrate Spider-Man's team? Or are we voting to approach the web-crawler directly and ask to help?"

The Vulture shifted uneasily as the attention swung to him. "Infiltration won't work. S.H.I.E.L.D. has files on all of us, and others. I'm not thrilled with the idea of talking to S.M. anyway. How about we put an ad in the newspaper? It's worked before."

Goblin nodded. "I agree. The Daily Bugle has the fastest response time—at least, where our mutual fiend is concerned. Ether way, he will be curious."

Carnage rolled his shoulders back and melted into the sewers. "Doesn't matter—I'm not involved, so keep my name out."

Venom snarled and dropped from his perch. He missed the liquefied body of his offspring, so diced the cement sidewalk apart. "Fine, coward!" Venom stood up and started stalking one of his many nemeses. Goblin boarded his hovercraft and shot off, while Vulture walked towards a bus stop. This was going to be fun. Little chance of being thrust in jail at the conclusion made this much more enjoyable.

**New York City: time unknown**

Samantha Mansion was passing a storage shed when she heard the unmistakable voice of a common annoyance. Tucker held up his PDA, looked at the screen, half-screamed: "LEVEL ONE! Is this thing nuts? There is no way that this ghost is that weak!"

Sam shook her head. She stopped abruptly, causing the people behind to either stumble or slow down and move sideways to avoid a collision. From the storage units came a blue figure. He was yelling, not his normal warning, but something else.

Those behind Sam and Tucker almost panicked. They didn't for the two kids were acting bored and amused. That convinced some this was just a prop for an upcoming movie. Others laughed; they had seen worse during their lifetimes as New Yorkers.

The floating creature repeated his earlier statement: "No one can contain me in a cylindrical container, for I am the master of all things cardboard and square! This is my domain." His voice dropped low, almost too deep for most humans to replicate. "Beware, for I am unstoppable." The walls of the building behind began glowing and piles of stuff floated out of the back, forming a barrier around himself and the two teenagers in front.

Once they were separated from the others, the Box Ghost dropped his control and stepped down, actually standing on the ground. "So, where's Phantom? An ally came by."

Frostbite stepped through the wall and approached the youth. "Yes, I would like to speak with our mutual friend. Where is he?"

Tucker Foley shrugged. "He's around somewhere. I'd try the parks first, but if that fails, Xavier's school would be an excellent bet—after breakfast though. No later than nine a.m."

Frostbite deflated slightly. "I was afraid you were going to say that. Perchance we'll meet again before the great battle." He crouched down and used his ice claws to create a small hole in the ground, through which he sank into the pipes.

The Box Ghost waved his arms again, causing the boxes to float up and fly back to the locations he had moved them from. His voice was the normal, annoying pitch that traditionally marked his presence. "I will not be bound by human laws so long as cardboard and squares are used by all." He vanished, leaving the two teens alone. Aside from the relatively few curious people, who stayed behind and tried listening in, of course.

_**Xavier Mansion**_

- - - - - - - - - - - - - - - earlier - - - - - - - - - - -

**Phantom/Fenton**

Phantom breathed deeply. It was still light outside when the mess from the battle had been cleaned up. The yard looked much better with all the anti-ghost gunk gone. However, it was a severe pain remaining in ghost mode. Especially with half his mind occupied elsewhere. Phantom stood on a grassy knoll, letting the sunlight warm him. His green eyes were closed; the ghost just breathed in and out. The kid was still outside when the others headed inside for dinner. A growling stomach chocked the teenager. He flew up and phased through the Mansion walls, exploring the school grounds.

Phantom started on the third story. The ghost did not stick his head through the doors. No, the boy instead gently tested each knob and peaked in only if it was unlocked. Most of the rooms opened in this manner, were revealed to be storage closets, but a few bathrooms were found as well. The bedrooms were inviting, but they were all occupied. Rather, taken by one of the many students here in Bayville's private school. The lived-in-touch made it obvious that someone called these rooms as their own private-retreats.

Stairs were avoided until all the doors on the third story had been tested. Then Phantom backtracked and went up to the fourth level, hoping for something. At the top of the steps, Phantom had to lean against the railing and rub his temples. This double vision was giving him a headache. Plus there was an annoying buzz in his head.

Both rather odd symptoms could be explained by the presence of a duplicate. He'd not noticed anything wrong until a copy was born, then the there was a slight distraction in his head until the two merged together again. Phantom shook his head. The presence of an Inviso-Bill and Danny Phantom had become too much of a strain recently. Now, he didn't know if he (here at Xavier's school for gifted children) was the duplicate, or if the ghost haunting _The Daily Bugle_ was the clone. Either way, the energy boost created by absorbing the Foam guck had worn off.

With one last shake of his head, Phantom stepped into the hallway, and found a currently empty room. After taking a quick look around, the ghost grimaced. This room had the appearance of occupancy—clothing in the closet and bed slightly rumpled, plus textbooks on the desk and lack of dust all were evidence to this observation. Still, the person was absent at the moment, which was all that was needed. Phantom stood in the middle of the room and concentrated. White-silvery rings appeared at his waist and moved across his body. Danny sighed in relief. Now the annoying buzz and double vision were gone.

Fenton retraced his steps, making sure to use the door, as he entered the hallway. However, he was still cautious in his search, taking to the shadows when teenage voices echoed through the corridor, or he saw movement out of the corner of his eye. Eventually the slow, but steady progress revealed what he'd been hopping to find. This time, there was an empty bedroom that had been unoccupied for sometime. Ignoring the demands his stomach had for food, Danny lay on the bed and was asleep within seconds.

Apparently, his body needed the rest, for Danny Fenton did not wake up when Phantom was hit during the fight against Shoel: he also did not move when the ghost saw Bruce Banner shift into the Hulk. It had been a long, long time since he'd gone ghost. In fact, the Amity Park visitor did not stir until the morning sun cut through the glass window and illuminated the room, warming everything up to a pleasant temperature.

Danny sat up abruptly. His blue eyes took in the fresh, bright appearance of the room, and he grinned. Fenton glanced at his watch, and let a smile appear on his face. Danny turned invisible and let gravity pull him through the floor, phasing through the structure until he reached ground level. Still invisible, he carefully stepped into the main room, drawn by the smell of coffee.

In the kitchen, only Jazz was up, slowly sipping from her hot cup of caffeinated liquid. Her hazel eyes sought the doorway as her younger brother stepped through. She smiled. "Danny, stop hiding."

Danny let his invisibility fall. "Gee-whiz, Jazz. You've got to tell me how you knew it was me." He shook his head while grabbing a clean bowl; filled it with Frosted Mini Wheats and added a generous amount of milk.

Jazz shrugged. "I just know you." She patted the seat next to her, motioning Danny to sit next to down. "Sort of sisterly instincts, but also a combination of ghostly paranoia. Mars Leyland tried that last evening. It almost worked. However his camouflage isn't perfect, and neither is yours—if someone knows what to look for."

Danny shook his head. "I guess your right." He snorted. "Mom and dad can find ghosts, thanks to their inventions, and I don't think any of my enemies try hiding when Phantom's on the lookout." The bowl of cold cereal was finished, and now he started eating the pitiful leftovers from yesterday's dinner.

Jazz just watched her brother devourer the day-old food. "Hungry much?" she asked when he stopped to wash the plastic containers out, before pulling out meats, cheese and condiments for a sandwich.

Danny turned to make a face; he stuck his tongue out momentarily, before spreading the butter, mayonnaise and lettuce on six slices of bread. "Maybe." He allowed. "Ghosts may not need food, but humans do. Ghost mode doesn't remove all my physical needs—just negates them momentarily." Three sandwiches were fixed and placed in plastic baggies when Danny glanced up and jumped straight up, turning invisible as he flew through the ceiling...

**Frostbite:**

The ancient ghost, leader of the Far Frozen, plodded along the trail, sighing at the sight of the castle that was his eventual destination. Along the trail, Wulf and Cujo joined him; their search obviously futile.

The two newcomers remained relatively silent, but the dog was oddly subdued. Frostbite took a moment to speak to his companions once they reached the barrier that separated Xavier's private property from that of nearby-towns and cities. "What is it boy?"

The wolf watched and listened to his canine counterpart, then interpreted the dance and yips into Esperanto. Cujo says Phantom smell off, and he pushed away Cujo.

Frostbite froze but pushed onward. "I do hope Phantom hasn't changed. It is difficult being both a halfa and the Great One."

The trio of ghosts emerged from the woods and were within shouting distance of the mansion proper. Wulf and Cujo stayed behind, while Frostbite continued treading wearily towards the huge home. No one was expecting an attack. Not from one of their own.

Frostbite dropped to all four limbs and rolled away from the blasts that came from the sky. His glowing eyes widened when he saw who had fired on him. "Phantom!" The leader roared, startling those awake and inside, "I'm your friend. Why are you against me when you asked for my help?"

Phantom snarled, dropped down and released more ectobolts upon the ice-creature. "You're a ghost! All ghosts are inherently evil and will destroy humans!"

Frostbite tried arguing with logic. "So are you! Or have you forgotten about your powers and abilities that make you, you?"

The crazed ghost leapt up, inches from colliding with the other and spun. "I don't hurt humans," he snarled again. "I'm protecting them from what they cannot fight."

Wulf charged forward when Phantom turned his back on the woods, but he slid to a stop when a second black-white blur emerged from within the mansion, followed by adult humans, most of them on foot.

The second blur slammed into Phantom. When the first airborne figure recovered, he flew up and faced his attacker. Frostbite felt his jaw drop.

There were two Phantoms. Both were identical in every physical respect. The approaching humans spread out and surrounded the five ghosts, thermoses ready and other weapons aimed at the floating Phantom.

The intruder, the second one, spoke loudly. "You are not me. I don't attack without a dang good reason—the fact Frostbite is a ghost is not enough of one to start a fight you can not win."

The first Phantom chuckled before snarling some more. "Stupid child. You are me! I am you when your obsessions rule. Don't you see we need to stop all ghosts forever?"

Green eyes glowed and glared. The standoff radiated enormous amounts of pressure, but the humans did nothing to distract the fighters; subconsciously knowing to do so would prove disastrous.

Slowly, the forms of one changed. The green pupils overpowered the black iris and white part, removing all faint traces of humanity from the face. The other one kept his human-style eyes, but the glow intensified. Their fists built up an energy charge, and a strange sense of power filled the air.

That intense drive was broken when a silver boomerang cut through the ghost-with-green eyes and hit the Phantom who retained his human control. Just as suddenly, a blue cone swept the air and drew him in.

The first, the attack, didn't have enough time to gloat, for he was caught by a read haze and screamed bloody murder as the obsessed ghost was drawn into the newly restored EctoConverter.

Frostbite turned towards the one who held the Thermos.

Jazz smiled as she nodded to the towering ghost. A discreet drop of the Fenton storage device allowed the unofficial leader freedom from his prison. The thermos hit the ground, and rolled; the release button was hit and Phantom emerged from the container, non-the worse, but still glaring at the eldest Fenton child.

Cujo ran forward and butted his head against Phantom's leg. Automatically, the ghost boy knelt down and scratched Cujo's ear. He addressed Frostbite. "Thanks for responding to my summons so quickly. Can we count on your help, or are you the messenger of bad news?"

Wulf slowly approached the humans; weary of being trapped again. Frostbite nodded in response to Phantom's question. "The laws of old prohibit me from interfering directly with my fellow ghosts. I can and will do all that is within my power to protect the humans and their rights, but change does not come quickly. Very few of my fellow Far Frozen are comfortable leaving the ghost zone."

Frostbite pulled out a rolled parchment. "However, I can give you this." He clicked his teeth when Phantom glanced at the inside. "It is reliable." Frostbite assured the halfa. "Now, I must be going. I have been gone too long from my duties and responsibilities as leader."

Wulf stood up and scratched another hole to the ghost zone. Frostbite jumped through, leaving the wolf and dog behind. Another quick swipe of the claws, sealed the hole, leaving the atmosphere whole.

- - - - - - - - - - - - - - - earlier - - - - - - - - - - -

**Jasmine Fenton**

Jasimine Fenton was startled for a second, but she recovered her composure quickly. Just in time. Mr. Logan walked in and pulled a bottle of bitter liquid from the refrigerator. His nose twitched and his large eyes took in the slight mess in the sink. He took a swig out of the chilled bottle. "Where did your brother go?"

He hid a grin as Jazz fought to answer. "Home." She managed to say without showing she was startled. Logan shook his head. "Kid, I can smell the family resemblance between you, your father, your mother, and the boy who was just here. Now since you are all from Amity Park, I doubt he's home at this moment."

Jazz slouched slightly. "I shouldn't say anything, as it is his secret, but I was wondering who all would figure it out."

Logan waited for Jazz to speak, but didn't pester her when silence was her answer. The adult shrugged and pulled out a chair for his own use. He pondered the scent that permeated the room, trying to figure out why it seemed so familiar.

As the other mutants came in for breakfast, none commented on the lack of greeting from either of them. Since Logan tended to be quite in the first place, no one thought it odd that he contributed nothing to the breakfast talks.

When Jack and Maddie came in, they may have given their daughter a few concerned glances, but no fuss was made; probably due to the fact they had started carrying all sorts of ghost detectors and a quick scan revealed she wasn't overshadowed.

The small, quite meal was broken when a shout cut through the brick and metal walls as if they were non-existent.

Jazz was up the stairs instantly; running back to her bedroom to pick up the thermos she stored under her pillow. She quickly made her way outside, following Logan, Miss Manson, her parents, Iceman, and a few other early-risers among the students.

Jazz's hazel eyes caught sight of the two Phantoms and she turned towards Sam. "Get the Fenton Boomerang quick!" Miss Fenton joined the others as they circled the aerial combatants and three land-held ghosts. She muttered in her mike, allowing others similar equipped to hear her observations.

"Something's wrong with Phantom." That much was obvious. "Are they the same, or not? I do hope it is not a shape shifter." That fear was quailed by the screeching done by one ghost. Her eyes widened. "Oh no! Not another alternate, evil version of Phantom." That one almost proved true, but something was still inheritably wrong with the statement.

She sighed when the Fenton Boomerang ignored one ghost in favor of the other. Blindly, Jazz fired her Thermos, smirking when her brother was pulled out of the air. At least her aim was as stead as ever. Frostbite stared at Jazz momentarily, drawing everyone's attention towards him, which allowed her to undo her 'mistake'.

Logan and Iceman looked around after Frostbite had left. Phantom stared at the intel given to him. The humanoid ghost stood up and addressed the living. "We need to alert everyone."

Jazz grabbed the parchment from the listless fingers and whistled. "Ouch!" she agreed. "Everyone needs a pair of Fenton Phones—start with the normals, as they have the least immunity to ghost energy." No one questioned Jasmine Fenton's orders. They just followed the directions and alerted those who were placed elsewhere.

_Danny Phantom and Spider-Man_

Spider-Man swung over the New York Yankee Baseball stadium, the old one, and hurtled into the waiting transport helicopter. "You rang?"

The driver ignored the unprofessional comment, turned the air vehicle around and headed out to sea. He didn't know why General Nick Fury kept insisting they not use the same location twice in a row, but there had to be a reason.

Soon enough, the helicopter landed on the boat. Spider-Man disembarked, joining the idle crowd. "Anybody know why we're here?"

Reed Richards and Susan, his wife stepped through the moving standing bodies. "A few ideas, but nothing substantial." Reed stretched his neck above the heads and waved to someone. Sue tisked. "No. Our ride handed us these green earrings." She held out the so-called jewelry.

Spider-man laughed. The surrounding people began glaring at the masked fighter. "That's not jewelry, that's a Fenton Phone. It's capable of preventing ghost noise from taking control of listeners. Also functions as cell-phones." He pulled his out from under his mask. "So, who made stockpiles of the stuff?"

Iceman stepped closer. "Piles of that stuff came off the Spectra Speeder, when you and the Amity Parkers arrived. This isn't the only thing that was in bulk—Jack and Maddie had a bunch of Thermoses too. Didn't you realize?"

It was Spider-Man's turn to shrug. "No, I wasn't the one who emptied the armory." He stepped back as normal humans stormed the deck and joined the crowd.

Nick stood up on a platform and addressed the newest arrivals. "Welcome. Normally, I wouldn't start a briefing this way, but I couldn't find the room for this gathering in any single room of the helicarrier I command. That, and something's happened to our resident ghostly helper." He stepped back and allowed both Iron Man and Phantom to step up. Phantom glanced uneasily at the device carried by the Avenger.

Spider-Man's brow furled. "Is that what I think it is?"

He need not have asked. Iron Man turned his own communicators into a microphone. "For those of you who aren't scientists, this is a Fenton Converter." A wall of the box slid down, revealing another ghostly figure. This one looked exactly like the one calmly standing next to the Metal figure. Until you looked at the face. The eyes held no white—they were entirely green. His mouth was foaming and he—for those who could lip read—was shouting out curses. The face of the ghostly figure showed hatred and anger—all directed at the other, free ghost.

"I've been assured by the 'experts' that the ghost standing next to me is indeed Phantom, while the captured one is an imposter."

Phantom interrupted. "Not an imposter. Just me, but with my obsession out of control." He shook his head, mumbled the rest. "Not sure how that happened, but it did. Stupid duplicating power. I knew there was a reason I hated having two of me around."

From the sidelines, Mars Leyland released the previously restrained Fenton Boomerang. It flew out of his loose grip and aimed towards the speakers, weaving around Iron Man to solidly hit the sane ghost. "Ouch!" It ignored the other one.

Iron Man snorted. "Anyway, there has been a sudden incursion of ghosts, and other intelligence has allowed us to gear up before they hit."

Spider-man whistled as he heard the potential list of targets. Schools and malls, plus other public institutions were prime suspects. A few of the names had blinking red dots, signaling the presence of ghosts in the surrounding area. A 3D map above the speakers (quickly reverting back to Nick Fury, but Phantom stayed up), showed the same locations. Most were on the edges of the town, but a few were well inside the city boarders.

**Somewhere in New York State:**

_**Ember McLain:**_

Ember McLain boldly walked into the mall. Her path was sure, and she did not pause or slow in her march. Ember hummed a simple tune under her breath as she made her way into the food court, weaving her ghost spell on the adolescents and young adults she passed. It did not take long to gather a small following.

She sat down at an empty table and began tuning her guitar. Those entranced by her song, mulled around and sat nearby. Some found they were hungry and stood in line. Others decided to call family and friends.

Sometime later, Ember stood up on the table and strummed her special cord. The blast of noise caught everyone's attention, and a crowd formed around her. McLain smiled sweetly. "I've got a brand new song. Who wants to hear me sing?"

As one, the already entranced humans began chanting "Ember McLain" and those not under a spell caught on. Soon, the magic was filling the air, and she could feel her power increasing. Ember laughed and let her green hair flair up. She laughed in delight.

Soon, her music was rocking the mall. It did not take long for teenagers to abandon their plans. Ember smiled. This would have been harder on any day besides Saturday.

What she didn't know was her presence had set off a few ghost alarms. What she didn't prepare for was the presence of humans protected by Fenton Phones. She had expected Phantom to show up and disrupt the proceedings.

Ember McLain almost dropped her guitar when a man dropped in from the story above. "Hello beautiful," the stranger said, further disrupting Ember's control over the humans.

He studied the musical instrument held in Ember's hand. "Nice. Mind if I give it a whirl?"

Ember did mind. The guitar was hers and hers alone. She held it out of reach of the crazed human's reach. "Yes" she hissed, "Yes I do mind a great deal. No shove off." A petite booted foot rose to push the intruder off her table.

To her shock, the boot went straight through, and his appearance melted. The stranger no longer looked hansom or young; now he looked alien and evil. Black sharp teeth emerged from his mouth and his tongue was split. "Now, now" the thing hissed. "I won't kill you."

The black creature laughed. "I can't kill someone's who dead." A shock ran through the crowd following his words.

Ember chilled as she felt the power leave her. "NO!" The music queen shouted as her control shifted. The green flaming hair shrank back, then flared up again, no longer under the careful illusion she had tried keeping. She concentrated and pulled her foot free. A quick blast from her guitar dropped several humans down.

The black, shape shifting one remained standing despite being hit squarely. "Venom cannot be stopped so easily."

Ember and Venom circled one another. Any physical blow Venom thrust at her, she either dodged or turned intangible, letting the blow go through without harm. All her attempts at subduing the stranger just didn't work.

The musical notes either bounced off his hide, or he somehow avoided. The same could not be said of the objects around them. Tables were smashed, walls cracked, windows shattered, and the conscious crowd scattered as the two fighters made their way outside.

The blue cones fired erratically just added to the fun. Ember grinned. Now this fight was a challenge. It wasn't in the plan, but who cared about plans? No, not even going against Phantom was this entertaining.

Some of the innocent bystanders were hit by her chords, and they chanted Ember's name, giving her a much desired boost of power. That didn't stop Venom from speaking his mind. "The stench of death follows you. It makes me want to hurl, but I won't. I cannot stomach the thought of eating from anything you've touched either."

Enraged, Ember strolled forward and was captured by a bazooka blast. Since her claws dug into Venom's skin, he was pulled along with her into the ghost zone.

**The Ghost Zone: time unknown**

**The Box Ghost** gladly jumped into the path of fire caused by the Fenton Bazooka. His betrayal of the so-called master plan would be ignored. After all, no one expected the lowly level one creature to do anything except follow the directions of those more powerful than he.

Then again, the Box Ghost wasn't expecting to be thrust into Walker. The momentum caused by the one-way portal didn't allow him time to veer out of the way. "Beware! For I am the Box Ghost!" he yelled, once again glad that no one expected him to begin a conversation with any other statement.

Walker grabbed the blue janitor by the scruff of his neck. "Ah, good. A message deliverer." He hissed. Well, as close to hissing as the jail warden ever got anyway. "Listen closely: I might make it illegal for us to be neutral if Phantom and his chosen allies don't succeed in stopping Plasmius' armed forces. Tell the Ghost Writer and Pandora. In fact, make sure everyone you meet hears my ultimatum. Got it?"

Box Ghost nodded frantically. Pleased, Walker released the old ghost, and headed back to his jail—all the occupants, including Bullet, were long gone, spreading the news. Some were undoubtedly doing something else, but enough knew, so this rebellion would soon become common knowledge.

The Box ghost took a detour on his way back to Plasmius' forces. The Ghostwriter would undoubtedly be in a library. Pandora had an excellent one, and it was rumored that she also had access to some of Alexandria's library, so that was the logical place to visit.

**Spider-Man and Danny Phantom**

Spider-Man webbed a walking skeleton. He jumped up, avoiding a pink blast that shattered the prisoner. "Do you mind, Valerie?"

The Red Huntress shouted above the battle sounds. "No I don't! The only way to contain these evil creatures is to break them apart." She ducked down to avoid being hit from the uncontrolled flight of Phantom. "Excuse me, Ghost Boy!"

Phantom pushed himself out of the hole he'd just made and jumped back into the fray. Behemoth swung a fist and hit him again, this time, Phantom managed to stick on.

Spider-Man swung back down and tried pulling the legs from underneath the reddish-brown armored monstrosity. "Don't you have somewhere you need to be?"

Phantom shook his head. He phased through the webbing and approached the face. A quick one two punch slowed the three-story tall ghost's response time. "Not yet!" he shouted back. "We need to clear out the center first."

Valerie hovered around the monster's face. "Works for me, but do watch that tail!"

"What tail? Ooph! Oh, that tail."

Spider-man shook his head. "Kids, play nice. There's trouble near the Daily Bugle. You two can handle this guy." He swung around the corner and ran up the side of the nearest skyscraper.

Three web strands later, he was in sight of the infamous journalistic home. It was under attack by floating octopuses and other aquatic creatures—like a white electric eel that was currently shocking a winged fighter.

Spider-man dropped down onto the ghost animal. He found himself sliding through the creature. His arrival was enough to disrupt the electrical attack long enough for the human to recover. Spidy did a double take. "Vulture!?"

Yes, it was the Vulture. "What's it to you? I don't have time to take your spine, spleen or drop you off a thousand feet up." He cursed and sliced a tendril off a greenish-blue octopus that was trying to worm its way into the building.

Spider-Man joined Vulture in defending the Daily Bugle. Much to Jonah J. Jameson's glee, it should be noted, for the editor/owner opened a window and shouted at the fighters. "Don't you dare mess with me! I have the power of attorney over you. And Spider-Man stop harassing my building! I've got a repetition to keep." He ducked back in to avoid being clipped by the Red Huntress as she fired a thermos over the animals, capturing most. "Another one! Don't I suffer enough abuse? Security!"

Red dropped down and allowed the panting Spider-Man hang from her hover board. "Need a lift?"

"Naw, just want a cup of soup."

Vulture glanced from one to the other. "Do I want to know?"

Red shrugged. She pulled open a pocket and revealed empty soup containers. "No, but if you continue helping us out, the first thing you need is a trap. These work wonders on most." A Fenton Thermos launched itself from the pile and landed in Vulture's grasp. "Have fun."

Red chuckled as she took her package and rider away. "Just so you know, Captain America saved Green Goblin's butt earlier. Did you invite your rouge gallery to help out?"

Spider-Man clamored upright. "No." He sat with his back to the wind, allowing Red to steer, with limited input from him. "Do we join the first fight we come across, or are you searching for something?"

Phantom slipped in front. "Searching. I thought I saw a new-ghost earlier. At least, he looked like one, but my ghost sense didn't go off." He slowed down and grasped both the board and the passenger. "How are you doing on power?"

Red shrugged. "Could be higher, but I can continue for several more hours. Why?"

Phantom didn't answer right away. He pulled the board off course and phased them through the Empire-State-building. "Iron Man's got a recharge station set up. I really don't want to hear the Ecto-Converter in action." He shuddered before dropping down and flying beneath the surface of the street.

Spider-man also dropped down, taking the altitude of just-above-truck height, as he swung around town, trying to feel a catch of ghosts. Valerie stayed in the air, using her link to keep informed.

**Danny Phantom and Spider-Man**

Mysterio pushed through the subway crowd. He was glad for the upcoming comic-book convention. Almost everyone here thought he was a fanatical fan who was running late.

Mysterio continued walking towards the subway train as it took off and left the station. Mr. Beck ducked under the guard's arm and jumped onto the tracks, running after departing caboose. Once cleared of the platform, he activated several planted devices, laughing mechanically over the anguished screams of New York Citizens as they found themselves transported into Jurassic Park. The imagery of a raptor racing towards them made even the most sedentary person run in fear.

A whip of the clock and Mysterio was off. With Spider-Man and everyone else running interference for these ghosts, he was allowed free run of the town. He wasn't the only one to figure that out—but the regular police were still on duty, so only the most foolhardy or desperate were out causing discord in the light of day.

Mysterio came across a cave-in. It wasn't recent, but it was off to the side, so practically ignored by the overworked crews. He allowed Perplexer to come forward and Mysterio emerged from the barrier intact, with no trail left behind. Life was good.

He glanced at his watch. _Oh goody, goody gumdrops. Almost time for _Anaconda _to show up under Central Park._ Mysterio hurried forward towards the short cut that would take him above ground, so he could see the panic that this film caused.

**Spider-Man, Danny Phantom**

Spider-Man slipped before he was able to shoot another web. Out of self-preservation, the arachnid fighter slid downward, settling on the roof of a bus stop. He shook his head and stood up, but immediately sat back down. The people waiting for their ride heard him thumping around above their heads. One child boldly clamored up and said "Hi."

Spider-Man chucked. "Hello to you too, young one. What are you doing up here?"

The child rolled her eyes. "I said hi. I follow you on the news. I'm your biggest fan."

Spider-Man laughed. "I don't doubt that." He refrained from messing up the short hair. "Aren't your parents worried about you?"

The girl looked down. "No." She saw a running figure and pointed him out. "Who's the fishbowl head?"

Spider-Man saw the individual. He growled deep within his throat. "That's Mysterio and he's been causing mass panic with the horror films he's activated in the subway system. See you later." He found the strength and stood up, taking after the fleeing enemy of his.

Spider-Man managed to web Mysterio's arms to his side and pulled him up, hanging both the wrapped present and himself from a light pole. Today he was taking no chances with an escape artist. Hopefully, the master of illusion had run out of materials—or at least, wouldn't be able to create one that would distract S.M. long enough for the bad guy to escape.

_**New York--Manhattan**_

_**Danny Phantom:**_

Phantom hit the Fenton Phone and addressed Mr. Xavier. "Is anyone ahead of me?" he asked once he caught his breath. The ghost stepped back, shot off an ectoburst before dropping to one knee and raising a shield.

The rain of returning fire shattered harmlessly; hitting no one living.

A skeletal figure stepped forward and hacked at the temporary ghost-wall.

Phantom shuddered under the attack, but held his ground. He took a deep breath, in preparation.

Xavier answered mentally. _The Area in front of you has been evacuated and all boats and airplanes warned._

Phantom jumped up, head held high, and released his breath in an explosive wail.

Green rings of destruction emerged from the black-clad, white haired ghost's mouth. Accompanying the waves was a piercing wail that cut through to the bone, fulfilling the description of 'wailing'.

The opposing ghosts were pushed back by the raging, concentrated power. The closest skeletal soldiers crumbed under the onslaught. Others, farther back, faired slightly better. Even the reinforced buildings began breaking apart.

As suddenly as the sonic attack had started, it stopped. The humans had managed to hold Manhattan of New York. It was near the tip, south of I78 and 9A that Phantom wailed, clearing the ground and surrounding area of ghostly reinforcements.

Skulker was one of the first enemy ghosts to recover. He pulled himself out of the wreckage that used to be his metal façade, and hunter's equipment. "Retreat!" the palm sized blob of ectoplasm squeaked. "Retreat!" Skulked yelled again in his high-pitched voice.

Technus swirled in front of the running green ball and picked up his associate. His electronically enhanced voice boomed across the water. "Retreat." Technus shouted. A black-green portal swirled open, thanks to the Dalv equipment, and the surviving ghosts rushed into the opening.

Those unresponsive were left behind. Stronger ones pushed their colleges aside in their haste to go home.

Armed humans marched over the rubble. Numerous blue cones swept the ground, picking up the stragglers, forcing them into Fenton Thermoses. Others fired Bazookas, increasing the number of escapees.

Phantom remained untouched by the living troops. He knelt on a knoll, suffering from exhaustion. Steady footsteps stopped right behind the ghost.

Startled, he glanced backwards, stretching his head up and over, trying to see the person's face. The movement unbalanced him and he fell backwards, landing on the dusty ground. Phantom pushed himself up, dusted off his black jumpsuit and saluted General Nick Fury. "Sir."

"At ease." The Director of S.H.I.E.L.D. surveyed the wave of destruction that revealed Upper New York Bay. He briefly saluted the ghost before stating, in a whisper; "I'm glad you are on our side."

Phantom flopped back down onto the ground. "So am I," the ghost admitted. His head cocked to the side as the Fenton Phones crackled.

Fury took a hurried step backwards when the unlikely ally swore and flew up, heading east towards an unresolved conflict area.

_**Valerie Grey:**_

Elsewhere, Valerie Grey hovered above the Brooklyn Bride. The Red Huntress had to pull short of following the shape-shifting ghost she'd been attacking.

Beneath the Red armored figure, her board coughed, threatening to toss her off. "Oh, no you don't!" Valerie snarled, fighting to stay airborne. The mechanics were quickly running out of fuel.

Just before the engine gave up the ghost, a pale hand grabbed the end, steadying the device. Valerie managed to stay upright but couldn't stop herself from jumping up. She turned and knelt down, lowering her head to speak to her rescuer. "Phantom?"

Phantom nodded weakly as he pulled himself on and straddled the board. His hands glowed briefly: his gloves refused to stay visible and white. "That's me."

Red wasn't speechless. "What are you doing?" she asked, noticing his arms flickered.

The ghost boy spoke softly. "Refueling your craft."

The answer shocked her. Not just because it was true—her modified scanners revealed he was transferring energy to the tank, at a great personal cost to him—but for the reason that it was spoken so sincerely and a ghost thought that she, a human, is worth more than himself. That alone was unnerving. Where was the selfishness that ghosts were supposed to exhibit? Where was the self-preservation that was so prominent in most humans and spectral creatures?

Her instruments beeped. Its findings, and the ghost it revealed were ignored. "Stop." Valerie commanded. She refused to plead with the dead. "Let me disengage everything and it will recharge on its own."

It became obvious that his concentration was helping her out, because he didn't answer. He also kept draining his own ectoenergy levels to 1.2 before he stopped. Phantom was drenched in sweat when he allowed himself to collapse. Actually, he pitched forward instead of consciously removing his hands from their position. He shivered uncontrollably.

Valerie slowly descended towards the ground, heading to an ambulance/hospital crew when a white-blue blur swooped by and grabbed her living, but unconscious cargo from the unsteady seat. Fuming, Red turned to follow.

Plasmius stopped above the Manhattan Bridge. He held Phantom tightly against him, using the ghost-boy as a shield. The blue-skinned vampire chuckled when the girl held off firing at them. "Thanks, child. I've been waiting for this moment." Plasmius activated one of his precious portal devices. He stepped through the temporary bridge between realms. "I must admit using your enemy to enhance your own abilities was a nice touch. I wouldn't have been able to grab Phantom otherwise." Seconds after the vampire flashed the birdie and Val shot off missiles in response, the two ghosts vanished from the human world.


	42. Almost there

Chapter Conclusion: XLII (42)

The invisible barrier, somewhere in the Atlantic, shook under the sonic onslaught. The only thing that kept it from crumbling immediately was the distance between it and the attacker. The barrier did develop cracks, and those cracks eventually gave way.

Unseen, yet felt, over the Atlantic, the weather abruptly changed. Instead of an unusually bright and cloudless day, the waters were soon subjected to a wall of thick ground-level clouds. The normal traffic running into New York Harbor and other surrounding docks had to slow or risk collisions.

Over in New York City itself, the thick fog rolled in and caught many people outside. It also brought with it a promise of snow and welcome cold temperatures. Still, not everyone was unprepared, or trapped in this thick peanut butter-like (or was that Pea Soup thick?) ground clouds. Either way, it was very similar to a blizzard, minus the biting snow and wind.

Spider-man had returned home before the weather changed. Peter Parker was safe and secure in his home with Aunty May and friend Mary Jane Watson.

_New York City:_

**Last time:**

Plasmius stopped above the Manhattan Bridge. He held Phantom tightly against him, using the ghost-boy as a shield. The blue-skinned vampire chuckled when the Red Huntress held off firing at them. "Thanks, child. I've been waiting for this moment." Plasmius activated one of his precious portal devices. He stepped through the temporary bridge between realms. "I must admit using your enemy to enhance your own abilities was a nice touch. I wouldn't have been able to grab Phantom otherwise." Seconds after the vampire flashed the birdie and Val shot off missiles in response, the two ghosts vanished from the human world.

**And now, the conclusion:**

A piercing wail threatened to shatter eardrums of those wearing green Fenton Phones. It was not produced by Samantha Manson; who dropped to the ground, screaming "Danny!"

When the ghosts disappeared, the Avengers, mutants, and state S.H.I.E.L.D. agents put away their laser guns, ecto-weapons, or contained their anti-ghost powers, before moving on to help those New York Citizens who had been wounded by the ghosts or friendly-fire.

Valerie Grey disengaged her engines and ran towards Phantom's disappearance. In her frustration and anger, the Red Huntress removed the helmet and pulled out her communication device. The green headset was almost thrown over the edge of the Manhattan Bridge, but she stopped herself, in time, from letting go of her only link to the others.

Now that the specters were gone there was time to help the wounded and count the dead. Thankfully no fatalities occurred, but there were a few severe casualties. In all of New York, the fact no died was miraculous--the ghosts had been all over the city, wreaking havoc in their own unique ways. All around the ancient town, small groups of non-fighters began gathering. Mobs of people were recovering from the battle, or talking with friends

to see if the day had been a hallucination, or real.

Meanwhile, the ominous wailing carried by the ghost blockers continued. Sometimes technology was marvelous; this time, instant video feed seemed more like a curse, as the fighters had seen Phantom's capture and disappearance several times already. For those who knew of the hybrid's secret, all they could feel was helplessness.

. . . . . . . . . . . . .

Spider-Man barely refrained from pounding his hand in the cement wall near the cell where Mysterio/Perplexer lay. When the news broke, and Phantom's abduction was relayed over the television, Spider-Man found himself being forcefully removed from the holding cell where Quentin Beck was being held in custody of the police.

He attached himself to the outside wall: on a building across the street, thirteen stories or levels above the pavement. For a while, the red-and-blue clad fighter surveyed the police station, trying to regain control. It worked, but not in the way he'd hoped; for just as he began breathing evenly, Ben Urich and a youthful freelance photographer walked around the corner.

Deciding he'd have enough, Spider-Man shot a web line out and swung away, heading home. On the way to Queens, he refused to mumble about the injustice of it all. Once in the quieter neighborhood of his home though, Spider-Man felt the need to vent. Vocally if nothing else, so after climbing in through the bedroom window, he grumbled, "Man, this stinks."

"What stinks, Tiger?" asked Mary Jane Watson, from the hallway.

Spider-man's jaw dropped. "How long have you known my secret?" he asked, referring to his costume and the face revealed.

Miss Watson waved her hand dismissively. "For several months. Your aunt also knows or suspects. Now, what stinks?"

Peter Parker just flopped on his bed, mask discarded, but otherwise covered in his colorful clothing. "Being unable to help a teenager with my type of problems."

Mary Jane shook her head and walked downstairs. "If you need something to drink, there's milk in the refrigerator, and bottles in the cupboard."

In the kitchen, Aunt May looked up from her cooking, where the stew was simmering. "I take it my nephew is home?" Her spoon pointed up briefly, where muffled thumps were originating.

Miss Watson nodded. "Peter's almost presentable." Before she finished speaking, Peter Parker walked into the living room, dressed in blue jeans and a t-shirt. The young adult strolled past the two ladies and pulled out a bottle. He glanced at the label, held back a grimace, and flopped onto the sofa.

The drink popped open and one-third of it went down his throat before Peter spoke up. "My life stinks. I can't help Danny because a) Peter Parker can't help strangers despite his attempts to move heaven and hell for his students, b) Spider-man officially met him not even one week ago, c) he's a ghost, d) public view is 'Why help superheroes? They make a mess in the first place.' I really dislike having a secret identity sometimes."

Aunt May walked in and sat down, ignoring the apron she wore. "Peter don't beat yourself up. Jameson's views are not the all encompassing ones."

Parker snorted and drowned more of the bottle down. "Don't we have anything stronger than this tea? Right now I could go for a beer."

Mary Jane stepped right behind him and prepared to slap the back of his head. She swung her hand hard, fully expecting her friend to dodge the blow. He did, rolling off the cushions. "No alcoholic drinks for you! You are depressed enough with your thoughts. Besides, you really should listen to your aunt."

Aunt May nodded her thanks. "I personally know at least six people who buy the Daily Bugle strictly for your pictures. There are several kids and teenagers who are collectors of Spider-man images. My generation, at least those I talk with constantly, ignore the satire ramblings of J.J.Jameson, and talk about how much Spider-Man has given for this town, and this city."

Both ladies saw Peter's denial of their arguments, so while Mary Jane sat on a recliner, Aunt May stood up and walked into her bedroom, looking for a particular photo album. By the time the elderly lady came back inside, Peter had finished one bottle of tea and had gone on to a can of root beer.

The pictures were tenderly laid on the coffee table, while the ignored stew continued bubbling gently. Some of the photographs were in color, while others were black-and-white. A few were cutouts from _The Daily Bugle_, while others were from other newspapers and tabloids. The theme of the scattered pile wasn't that obvious at first glance. Still, most were of Spider-man, fighting or saving citizens in general.

Silently, Peter picked up one picture, before discarding it and looking at another. He spent several minuets doing this, totally forgetting about his soda. "These are your collection, Aunt May? I didn't realize camera phones could be instead of the tradition digital or instant cameras."

Mary Jane crossed her arms. "I'm not the one who dropped a friend's phone in the swimming pool at a community get-together. Besides, cellular phones can't handle the wear and tear you subject your equipment to."

Peter chuckled, then winced in remembered pain. "Yeah, Felicia Hardy did not enjoy watching her cell phone drown. I'm surprised that one was the last one ruined by her career." He sniffed the air and jumped backwards, rescuing the hot stew seconds before it bubbled over onto the gas stovetop. "Thanks for waiting up for me," he yelled into the living room as he grabbed three bowls and filled them with the dinner.

The late meal was a fairly quiet affair. At least the young man had stopped brooding, but the young lady was wondering who Danny was. So, as Peter finished off a second heaping serving, she asked, "Is Danny the Phantom that was taken by another ghost?"

Peter sighed. "Yes, and I shouldn't be saying this, but . . . Phantom is one of my students from Amity Park. His real name is Danny Fenton, the son of the ghost hunters. . . . "

Slowly the story, at least what Parker knew and suspected, was reveled. How he pierced together the identities by the way his spider-sense tingled when Fenton tried holding back his supernatural reflexes, and Phantom controlled himself when dueling him in the Fenton Exoskeleton. It wasn't a short tale either, and by the end, Peter was worn out and climbed into bed, for once not trying to help clean up the kitchen.

The family and friend slowly sipped their Green teas, wanting to help, but not knowing how. Being wide-awake still, the two invested in small talk. "So, where did you get all those photographs, May? I know you don't have a camera."

The elderly lady smiled. "Here and there. When I expressed an interest in 'collecting' pictures and stories of Spider-Man, strangers nodded their heads. They recognized a desire to have a connection with the man who physically saved them from one disaster or another." She leaned in, whispering. "I'm not even the oldest one."

Abrupt silence, before the two promptly burst into giggles and outright laughter.

Unseen by the ladies, thick fog rolled in, quickly covering the streets and yards, isolating the taller buildings, leaving only the skyscrapers poking above the thick layer of cloud.

_The Ghost Zone:_

Danny Phantom struggled against the glowing ropes that restrained him. At least his enemies left his dignity intact—they weren't around to mock his attempts to escape.

His teeth began grinding as the ropes tightened. Barely able to breath, he stopped twisting and turning, gave up the escape attempt. Phantom shivered from exertion, and allowed sleep to claim him. Perhaps then, he could figure out where it all went wrong.

Danny remembered a need to escape from Xavier's mansion, earlier that morning, so he jumped through the ceiling. On second though, it might have been a better idea to talk to Logan instead of avoiding the confrontation, but it seemed like a good idea at the time.

Phantom's sleeping form rocked from side-to-side as his dreams recalled the fight between him and his deranged duplicate. _Fenton had stored the sandwiches in his pockets when he felt wrongness approach. Instantly, Phantom appeared in his place, and the hybrid scouted the house first, making sure no ghosts or other enemies were inside. Next he flew outside, and there, he saw the failed clone trying to harm his friends._

_Enraged would not be the right word to describe his emotions, but it was close enough. The anger and disgust he felt at the revelation of how perilous his control over the ghost obsession was so strong he did not react when the insane half was captured by the Ecto-Converter, and he was still unable to process how deeply the show affected him. Perhaps that is why he gave no thought to his own energy levels when the Red Huntress urged him to save himself. It could be the explanation as to why he allowed the humans to know about his sonic attack, and turn against full ghosts._

_Then again, his emotions had been in an upheaval ever since he'd arrived in New York. Maybe even earlier, with the arrival of Peter Parker, the replacement science teacher._ Still, this newfound discover did nothing to free him from his bonds, and only alerted him to the eardrum shattering wail transmitted through the Fenton Phones.

Phantom woke up and snarled under his breath. It didn't sound like Sam, but he didn't know of any females that would shriek his name or ghost identity. Jazz didn't shriek, she screamed and yelled at his stupidity rarely, preferring to talk calmly, while Maddie, rather, mom would try to understand her boy. None of the males were capable of that awfully high feminine screeching. That left . . .

Valerie? Val Grey was wailing over his disappearance? That was a shocker. To the best of Danny's knowledge, she hated the ghost, and most things associated with them. Still, that made the most sense, since he could hear Sam screaming "DANNY" along with the background vocals.

Plasmius appeared, and it took all of Phantom's concentration to pretend unconsciousness.

_The Real World-NYS_

The helicopter pilot warmed up the jet engines, waiting for General Nick Fury to board. He was rather surprised when the African American stepped up and motioned for a young teenager to follow him on board.

Shoulders were shrugged and the question went unasked. It was his job to ferry people from place to place, not be a gossip or busybody. At the General's command, he took off and headed towards the 'flying bathtub' or the mobile headquarters for S.H.I.E.L.D.

Taking off, he struggled with the controls a bit. "Sir, wind's picking up some," he warned as he quickly put more air between him and the ground. Once in the air, the pilot chanced a glance at the ocean and whistled. "That's some pretty thick fog coming in. Don't suppose we've got a ground blizzard due?"

The high ranked passenger and civilian turned their attention to the ocean side windows and grimaced. They shouted over the intercom system, inadvertently including him in the semi-private conversation. The aging warrior spoke first. "Did you tell your friends and the adults where you are going, Mr. Foley?"

Mr. Foley nodded enthusiastically as he looked outside, capturing every moment of this brief flight over the numerous skyscrapers. "The Fenton Phones have a locating device," he said in response.

Oddly, those two sentences were all that were necessary for the pilot to figure out that this young civilian was one of the Amity Park ghost hunting team. Now he could understand why Mr. Fury would be accepting of the presence of non-military personal. Phantom's appearance would also be accepted, but the ghost had been forcefully taken away. Perhaps this was the beginning of a rescue mission?

There was no silence in the cockpit. The throb of the engines and whine of the blades as they cut through the air guaranteed that much. However, casual conversations were virtually nonexistent. Neither African-American spoke again while they were waiting to arrive at their destination, allowing the pilot to focus all his attention on keeping his machine in the air and on course.

. . . - . . . . . . - . . . . . . - . . .

Once inside the S.H.I.E.L.D. building, the General and Tucker Foley native stepped off and walked thorough the labyrinth of corridors. Nick Fury had to place a hand on Tucker's shoulder when he began wandering off, once or twice, before the kid got the hint and followed the warrior to his destination.

The communications rooms were filled with activity and blinking lights. Two steps past the open door, and everyone snapped to attention, ignoring all but the emergency signals that continued coming through the links. "Thank you ladies and Gentlemen. New priority: I want you to see if we can locate Phantom and hopefully learn of his current physical condition."

Behind the director, Tucker had inched forward and was now examining the closest computer and other equipment. His eyes traced over the screens, keypads and instruction manuals or labels, but he did snap his attention towards the leader when his name was spoken.

"Tucker Foley believes he can utilize the signals carried by the Fenton Phones and ghost waves to help our unexpected ally. Are you willing and able to listen to his explanations and commands?" A short pause occurred; during which the various groups shifted sideways but did not make a sound otherwise. "Good. Mr. Foley, do your best."

Tucker was shell-shocked as the general turned around and marched through the door. He gave a halfhearted smile. "Well, lets get this show on the road. You there." Tucker stopped rubbing his hands and pointed at someone in a white lab coat. "What's the standard procedure for tracing calls?" While the woman answered Tucker took notes. Next, he pulled out his PDA and plugged the device in, giving a vocal description of the schematics that came up on the screens. "Okay, this is how I found the information on DLAV. Bouncing a signal into the ghost zone and back will be infinitely harder," he explained, his mind racing as he spoke.

A woman in the standard coat nodded her understanding and moved to a side station. From there, she tried duplicating the young man's procedure in hacking into DLAV's mainframe. The scientist went through the motions, trying to get a feeling for this electrical ghost matter. Slowly, others caught on and either barricaded themselves or stepped back and offered suggestions to those at computer tables.

It took some time for the teenager to realize his prayers had been answered. He had needed a distraction in order to focus on something other than Phantom's abduction by Plasmius. He had prayed for a room furbished in the latest electronics in order to find his friend. He had been fully prepared to hitch a ride into this flying bathtub and hid out, but this, a group of scientists who knew the equipment was much more than he'd thought was necessary. Perhaps Phantom would be free soon--before any permanent damage took place.

_The Ghost Zone_

Phantom tensed automatically as several enemies came into the room. In response the ropes tightened and he gasped. Plasmius took no notice of the noise or activity, beyond letting a cruel smile appear on his face.

The blue-skinned halfa floated nearby, surveying all those who appeared after the disastrous battle in New York. He didn't allow the losses to affect him at all. "Where's the intruder?" Plasmus thundered.

Ember flew forward and shoved Venom forward. She gently rubbed her guitar strings, and the alien tried backing away from her. "Ah ah, my dear prisoner, you can't escape this time."

Phantom's eyes shot open in surprise. He tried closing them before anyone noticed. Skulker did see, but he ignored the fact Phantom was awake in order to sharpen a blade and wave it at Venom. "I wonder how you were able to overcome your inherent weakness to sound among the humans." The sword lay across Venom's neck, in preparation to cut if the symbiote struggled. "No matter, I have other prey to deal with."

Now Skulker tuned towards the younger halfa. He snarled after disarming himself. Plasmius' orders were to keep both alive and fairly health—for the moment. "I look forward to placing your pelt on my bed."

Danny gave up all pretenses at unconsciousness. "Ew! Do you know how disgusting that sounds? Besides, I thought you were after my head."

Shulker moved to respond viciously and physically, but controlled his reactions when Plasmius appeared between the two. "Enough! I did not call my associates here to gloat. The time has come to see our mutual enemy as nothing more than a child. He's powerless at the moment." Metal silver rods flashed as the older, free halfa pulled out the Plasmius Maximus. "If he does regain energy, we can always drain his power through this device."

Spectra and Youngblood both drew back at the sight of the invention. Technus shouted out what the others were thinking. "Are you mad? We can't use that in the Ghost Zone!"

Red eyes flashed dangerously. The evil smile disappeared as canine teeth elongated and turned into fangs. All too quickly, the vampire look on Plasmius intensified: his resemblance to the nightmarish bloodsuckers increased. "How dare you imply I am mad! There is nothing wrong with me!"

In fear, the ghosts fled at the sight. Johnny 13 held back slightly as Shadow distracted the powerful leader and Kitty pulled Phantom towards them, tying the bound ghost on the motorcycle, leaving Plasmius alone.

The angered ghost did not realize that all his mobile targets had left the area. The floating rocks and other stable platforms felt his temper, as energy beams were unleashed on the only things in range. Several large items disintegrated under the impact.

_New York: _

Matt Murdock sat in a Starbuck's lounge while Allan Smith sipped from his hot Carmel Apple spice drink. The lawyer did not speak and the client was trying to recover from the drain caused by the so-called psychiatrist, Spectra. Now that the ghost was gone, so was her depressing influence and the self-hatred all her subjects had been felling.

Murdock kept his ears open, overhearing the orders given. He smiled when someone ordered a small Carmel Macchiato, a regular Iced Peppermint White Chocolate Mocha, a medium Caramel Frappuccino, a large Double chocolaty chip Crème; all with extra chocolate. The man at the counter seemed mystified when he got one 'tall' two 'grande'' and one 'venti' sized drinks. The woman who arrived with the youthful man gently explained they were in the sizes ordered.

Shortly after they sat down, one more person showed up—another adult, who was concerned over his daughter's zombie-like state. He gagged with the first taste of the overpowered drinks, but still drank deeply of the hot liquid.

Matt tried to politely tune out their conversation, but could not after a few phrases caught his attention. "Will Phantom be okay?" and "I worry about him" were two statements, as it was spoken in a parental way. When Charles Xavier and one of the teachers at his school arrived, Matt sighed deeply and deliberately eavesdropped.

Shortly after the two groups exchanged greetings, thick fog settled in the streets and muffled all outside noises. Being blind, Matt heard the effects of the unusual weather before anyone inside saw it. Enhanced sense stretched to the fullest, Murdock noticed nothing ominous about the white ground cloud—other than the colder temperatures and slight echoes.

Allan Smith perked up slightly when he saw the changes. He called out towards the others, "Is this a ghost power?" not worried at all.

The only lady in the group of five tugged on the jumpsuit of her partner. He pulled something out and turned on the machine. "Afraid not. Though we did have a weather-controlling ghost attempt to take over the world earlier this fall."

Charles sat back in his wheelchair "Highly unusual, the weather has been for the last several months. You said about the end of September?"

The Starbucks worker behind the counter spoke up. "Two or three months ago, is when the weather here stopped its normal cycle. By now the city should be buried in a foot of snow, minimum, instead of low fifty temperatures."

The teenage boy's earpiece squealed, causing him to pull out the headset and rub the side of his head. Static crinkled over the line, but the youthful voices were still auditable—to the man who was DareDevil the kids were yelling.

"Flaming eagles calling inspectors come in inspectors."

Gleefully, the large man jumped up, almost dumping the table's contents onto the floor. "Inspector here, what do you have, eagles?"

"Possible sightings of hideouts. Also, it appears we have the skeletons helping us out." More static as the mouthpiece moved away for private speaking. "Correction, Red is ordering Green Bones to find missing bird. Flame out."

Dead silence as they tried deciphering that last transmission. Lighter hearts turned back to other subjects, not really minding the miniature blizzard that raged outside.

0o0o0o0o0o0o O0O0O0O0O0O oOoOoOoOoOoOo O0oO0oO0oO0oO0o

Phantom tried slipping into human form, but the tight ropes prevented the white-sliver rings from forming and slipping over his body. Changing while bound was difficult, but Kitty kept distracting him as Johnny drove them further away from the vampire.

When the motorbike stopped abruptly, the only thing that kept Phantom from flying over Johnny's head was Shadow's body, keeping all three passengers firmly secured onto the motorcycle. "What gives? Why are you helping me?"

Kitty dismounted and stepped towards the edge of the floating forest they were on. Johnny 13 parked his machine under the canopy near the middle of the rock. "I wouldn't wish my worst enemy to suffer his wrath," said the boy. "He's mad; been controlled by his obsessions, and lost whatever vision he once held."

Shadow slid forward and joined the deep shade of the forest. Unnoticed by Phantom, the black, formless ghost brushed against the knots before he disappeared. "So, Vlad's a fruitloop. I already knew that."

Kitty strolled back under cover, holding her scarf and jacket tightly. "You don't understand, boy. He's not himself. Everyone can see that."

Purple flames danced over the treetops, causing the two ghosts to look up, while the halfa jumped back in alarm. The Fright Knight cut through the evergreens as if they weren't there. He nodded, waving his hand before settling down on the pine-covered ground. His steed, Nightmare, neighed before flying off for her pasture.

The ancient warrior kept his sword sheathed as he reached down and pulled Phantom upright. The bonds, previously weakened by Shadow, fell off, leaving the halfa free. "Believe it or not, none of us want Plasmius to become king. You are still sane after being touched by the weapon that changed him. How?"

Phantom shook his head. The movement pained him slightly and he touched his ear, trying to find the cause of his irritation. While the others waited, Phantom tried again to let his human half free.

This time, the rings formed successfully and Fenton appeared in his place. In his had was a vibrating Fenton Phone. That seemed to be what caused the irritation. Danny shrugged and placed it in a pocked that held a sandwich. "So, the Fruitloop is crazy? I new he needed help, but not this badly. I still think he would benefit if he had a cat."

The sandwich was bitten. Danny continued, this time seriously. "I was affected, but because I had already duplicated, only one of me was changed—I was worried that the power caused him (and myself) to go crazy."

A second sandwich was pulled out. "How can I help you dethrone Plasmius? He's got twenty-odd years of experience?"

Unbeknownst to all of them, Tucker and his crew had successfully managed to track the signal and were currently trying to override the built-in-failsafe that prevented them from contacting Phantom while in the ghost zone.

_ DP+SM crossover SM+DP_

In the Avenger's Mansion, Valerie had dismantled her green-earring communication's device when a push of the button broadcast Danny's conversation. Samantha Manson and Jazz Fenton recognized the voices and rushed over to listen in, nearly pushing Miss. Gray to the floor.

The commotion also attracted the attention of Mars Leyland , Bruce Banner, Captain America and the Human Torch—Johnny Storm was only there to find out who Red was.

_"How can I help you dethrone Plamius? He's got twenty-odd years of experience."_

A bit of mumbling from the ghosts unseen wasn't properly captured. _"Amity Park, got it, but what's there? . . . Wait, wait. The skeletons are obeying the commands of the one who last wore Pariah Dark's Ring of Rage? So, they aren't under fruitloops control? . . . Well, enough of them attacked New York, that I thought the whole army had gotten involved. . . . Fine, I'll help. Who else is involved?"_

While static and white noise was the only thing heard, Jazz and Sam were quick to bring the others up to speed. Since most of the ghostly files from Danny's laptop were available to select Avengers and S.H.I.E.L.D. operatives, the Amity Parkers gave a running summary. It didn't take long for others healing up from wounds to form a circle and listen to the teenagers describe basic ghost powers, and Phantom's history in preventing the ghosts from overrunning the town.

Unfortunately, there wasn't enough time to tell even half a story, let alone list all his accomplishments before Danny was speaking again. _"Should I be worried that I seem to find a new power every three months or so?" _ Dead silence. No one who heard the question—the ghosts, The Avengers, and even Tucker's group--spoke. _"Well, I guess not. At least, not until I get into another life-or-death situations."_

Valerie stirred from her seat after the instrument went quiet. " 'Life-or-death situations?'" She repeated. "What's going on? Phantom's just more annoying than most ghosts—perhaps he has more power than average, but abilities? He doesn't have that many."

Sam sighed. "He does. Phantom tends not to use the ones, which adversely affect this realm. Remember the sonic wail near the end? That's the most powerful attack we know of."

Jazz nodded. "At least we know he's safe—but why did the abnormal fog roll in after Plasmius kidnapped him?"

Johnny burst into flames and flew up and out, circling the mansion grounds. He'd been trying to keep the fog away by heating the atmosphere periodically, but it kept rolling in.

Mars dryly chuckled. "Did we get smart and finally start wearing flame-retarded clothing? At least the floor's untouched." No one was amused. The floor had burn marks from the Human Torch's take-offs, but nothing besides him was on fire.

The beginning of the End: XLII (42)

Sorry for the long(ish) wait. Thanks to those who review and to those who have kept on reading. Sheilaele, DannyPhangirlkitty, Epic Failure, mystery writer5776, SpartanCommander, darkhorse111, Miriam1, NarutoPhantom, Soului, JC, Hordak's Pupil, and inukagome15. I appreciate your notes and the suggestions given. It gladdens my heart to realize you and others all enjoy this plotbunny of mine. Here's hoping the muse can give me a proper ending.

And to those who dislike saying/writing nice things, I accept flames too!


	43. Coming to the end

**Disclaimer: **_ NOT MINE! I'm just playing with them._

* * *

Venom snarled as he struggled to free himself from the female ghost's grip. When his wild movements did nothing to release her surprisingly strong grip, he braced himself and bit her on the arm.

Ember screeched and flung her living cargo away. She grasped the wound with her free arm, glaring daggers at the enemy.

Venom spit out the ectoplasm that squirted into his mouth. He shuddered and mouthed 'yuck' while cleaning up the mess unintentionally made. His body had violently rejected the meal.

The alien symbiote floated up, away from the ghosts fleeing Plasmius. Ember moved to follow the prisoner, but a beam of energy from the halfa separated her from the other. A stampede of sorts also blocked her path. Seeing all other options closed, Ember McLain raised her guitar and flung a C-major chord towards the fleeing creature.

Although the fist of noise did not hit Venom, the sound came close enough to cause him distress, and he responded by hiding inside a floating boulder, needing to place something between him and it, before his weakness was evident to outsiders.

Not soon enough, everyone had left. His limbs became stiff and the need for food grew stronger, almost overwhelming his desire to hid and wait. Eventually, there were no ghosts around. Smelling none of the dead creatures outside, and hearing nothing painful around, Venom slithered out of his ride and looked at his surroundings. Nothing looked familiar.

Undaunted, Venom pushed himself off and headed towards the strongest, fresh scent he could find. Here, in the ghost zone, stable portals were sometimes revealed by the faint pheromones of living humans. This deep inside without a guide, though, the search for an access portal to earth proper would threaten his remaining stores of energy, leaving Venom a mindless wreck before he exited.

Hopefully the condition wouldn't be permanent, requiring only fresh nutrients. Chocolate would be nice, but the sweet dessert did not satisfy everything. If it came to that, then he would welcome a fight with Spider-Man or an Avenger once he feasted and regained self-control.

SM&DP #1# CROSSOVER #2# DP&SM

Elsewhere in the Ghost Zone, Danny Fenton polished off the last of his sandwiches. Listening to Johnny 13 and his entourage argue over telling him something, the human teenager wanted to roll his eyes, but settled for shaking his head. Fenton was getting fed up with the secrecy and the low tones, but there wasn't much he could do about it while his energy levels were recharging and the majority of his powers unavailable.

Still, that didn't mean he couldn't participate in the planning. Unnoticed, the green earset fell out of his hand and landed on the faint layer of glowing pine needles. The Fright Knight wasn't involved in the 'discussion', so Fenton wandered over to talk to his one-time-enemy.

"Any idea what's going on?"

A simple "Yes" was the warrior's only response.

Danny sighed. "Mind telling me what they are arguing about?"

"I do mind."

Drat, no help there. Whatever it was, the ghosts weren't speaking to him. Fenton leaned against the trunk of a living generic fir tree; hard to tell what type of pine it was in this doom-and-gloom atmosphere, and allowed his thoughts to wander. Time seemed to slow down.

Bored, Danny glanced at the small group of debaters, before turning his attention towards himself as he assessed his physical status. A frown came upon his face as he tried gathering enough ecto-energy to light up the small clearing he and the others stood in. The unimpressive ball dissipated when Danny's attention was drawn elsewhere, by his attempts to release Phantom.

Phantom felt weak and exhausted, despite the several-hour rest and recuperation the ghostly side should have experienced. Astonished, and perhaps frightened at his lack of control, Danny reverted back to his human form.

The bright flash of light hadn't gone unnoticed by Kitty or Shadow. Even Johnny looked his way.

"Okay," Danny drawled, trying to not shake, "do any of you know why I'm not recovering as fast as normal?"

Sidney Poindexter poked his head through the trees. The black-and-white school ghost dropped ungracefully to the ground and pushed his large rimmed glasses back up. "Hey Danny!" he cried out, interrupting the group before they could even begin to answer, let alone ignore the human's question.

Danny Fenton held the ancient teenager back. "Sidney? I thought you were stuck in the apparition of Casper-High, except through the use of the mirror."

Poindexter grinned, showing off buckteeth. "Normally yes, but thanks to Walker, that's changed. I'm not sure how I can help, but there's not way I'm siding with the other halfa."

Danny blinked, then turned towards Johnny when the motorcycle rider slapped his forehead, hard. "I need to know what's going on. I don't really care to have every secret blurted out, but if it involves all the ghosts, then that's important news."

Sidney's jaw dropped. "You don't know? I thought everyone knew—especially you." He dug through the pockets of his nineteen forty-style clothing and pulled out a crumpled bulletin. "Read this, it should explain," insisted the nerd as he thrust the trashy looking item towards the human.

Danny reached for the piece of paper and unfolded it, reading the words as they became visible. He read the notice again before turning towards the glowing specters. "You've got to be kidding."

NEW YORK, NEW YORK (MANHATTAN?)

Carnage, growled as he hung on to the crumbling concrete. He was hungry, practically starving, but no one was out. Even the homeless had found shelter from the oppressive moisture in the air. Well, those that still lived had somehow sensed the change coming and vacated New York—or at least hid underground.

The fog did help conceal him, but that was the only advantage Carnage could see. As far as he was concerned, this wetness only made it harder to feed and to survive. Normally, he could hang from the underside of a bridge, or even a windowsill with no problems. Today, it was a challenge to stay attached to any walls.

When he lost his grip yet again, Carnage dropped down to the sidewalk instead of attempting to find a new hidey-hole. His tongue flicked in and out, tasting the atmosphere. Plenty of man-made chemicals filled the air, but nothing overly harmful or dangerous. It was just a stronger version of the normal chemical concentration.

Still, this finding did nothing to satisfy his craving for fresh blood. Carnage took off, trying to escape the encompassing fog. His snake-like tongue continued to sample the air, as he hunted for food.

Crackling energy from exposed wires was avoided, but at least they gave the alien creature something to orient on. Carnage sneezed once or twice. "Why did the dead beings come here?" The question wasn't rhetorical as much as it was a complaint, as he addressed the universe at large. "I can't stand the smell of ghosts at all." More grumbling was thrown out, as he continued wandering New York, alone and ready to kill the first living thing he encountered.

However engrossed Carnage was in his 'problems' he still noticed when the faint, intoxicating smell of humans grew stronger. His pace picked up slightly and he turned around to find the source.

The trail was fresh; so fresh the moisture-laden clouds hadn't had time to distort it. Carnage slowed down when he was lead to an abandoned building, but the need was so great, he pushed on.

The apartment complex began shaking and disintegrating before he even stepped through the doorway. Seeing how dangerously unstable the support was, Carnage didn't swing the door shut. Besides, it was hanging from one joint only, the bottom edge was caught on the bare, scratched floor, and any move would have alerted the prey something was after it.

Carnage tried dissolving his alien form into something more predator-like, but he found, to his dismay, he couldn't. Not yet anyway. After a snack of brain food, perhaps, but not when his blood warmed under the impatience of the hunt.

Carnage strolled forward and pounced on the unsuspecting prey. His hands grew claws as he attempted to tear into the bound body.

It was not to be. As his claws touched the clothing, before they could cut, electricity emerged from the man inside and stunned the hunter. The human stood up and dumped the conscious, but immobile Carnage to the ground in one swift motion.

Sheol placed handcuffs on the alien, and duct-taped Carnage's mouth shut. "Wilson Fisk wishes to see you." He stepped back and looked at his prisoner. "In fact, he's desiring an audience with several others as well." Sheol grabbed Carnage and shoved the solid symbiote into glass shards dangling on the wall, before shooting another paralyzing beam at the creature.

The second shock caused Carnage to fall unconscious. He did not stir, even as he was moved, despite the fact the building collapsed as Sheol and his burden exited.

No one noticed the assassin leaving. Even if there weren't blizzard-like conditions outside, no one would have seen where Shoel went; mainly because he avoided going out the front and back doors.

**GZ**_ Quacked Lurker _**GZ**_ does not own _**GZ**

Walker stood in front of the Observants. He waved the notice under the large eye of the closest green ghost. "You need to comply. That is the law, and the rule."

The Observant folded his arms. "You have no control over our traditions. You are subject to the group's decision. It is you who must disband this absurd order and leave us alone." The others nodded as the spokesman firmly argued his point.

Walker stepped back and looked inside the huge amphitheater where a ghost stood chained. The ten-gallon hat tipped slightly as the warden lowered his head before staring into the unclosing eyeball. "Doesn't matter. Not even the ancients are free to remain natural. I am the one who decides what is acceptable and what is socially wrong. Therefore you must choose a side. Neutrality is for the past."

Vortex thundered, distracting those watching Walker and the doorkeeper. Lightning flashed inside the ghost-zone as the weather-ghost bellowed out "My punishment is served! I did no crime!" He stood up as a wave of destruction hit his chains.

Now freed, Vortex fed upon the power that continued blasting through the ancient, human arena. The green energy left as quickly as it came, leaving almost everything whole—except the chains and barometer that once held Vortex captive and under the Observants' control.

Battered, but alive, two of the floating green eyes surveyed the cosmetic damage before flying up, towards a gear house. "This does not bode well for humans," muttered one. The remaining members of the council watched in shock as Vortex extended his tornado-like tail outside the carefully controlled environment and fled.

Walker was bumped around, but not as much as those who were inside. He stepped in front of Vortex and thrust the pamphlet in the ghost's face. "If you desire freedom, you need to choose."

Vortex read the notice and grinned. "I know which side I'm on. Now I must be going." He tore the paper into shreds and whizzed off, laughing and coughing as he went on his way. Vortex left behind remnants of the uncontrolled attack that released him.

Walker cleared his head. He stood up and brushed off his white coat; or at least he started to do so before seeing the wave of destruction that followed the swirling winds.

The jail keeper marched inside and surveyed the superficial damage, before grabbing an Observant and slamming him against the distorted seats. "Why was that ghost on trial?"

The Observant wheezed. "Clearly you haven't been paying attention to our captures. Vortex was captured by Phantom and we were working to control him. The chains and Spectral Barometer should have worked better than the coffin of Forever-Sleep did for Pariah Dark."

He fell silent as he was thrust onto the sharp steps. "Vortex could be a threat to us all if he were allowed free reign. Now that he's no longer under our power, who knows what mischief will arise? Also thanks to your infernal document, a new war will be upon us."

Walker stepped back and dropped that Observant before marching over and pinning handcuffs on another. "You can't arrest us. Not until you place the one ghost capable of destroying our most prized inventions."

Walker stopped tying up Observants. His red eyes burned with internal anger as he glared at the latest speaker. "One ghost concentrated enough energy to break the powerful artifacts? The only ghosts here were me, your escaped prisoner, and you guys."

The Observant shook his head. "That may be true for the Ghost Zone, but not in the human's world."

Walker glared as he looked at all the eyeball heads just hanging around, not helping clean up the damage or anything else. "How? The only ghost powerful enough to do this much damage, is Phantom, and he's not got a weapon that can do so. Besides, he's still helping the humans."

One of the two Observers who fled earlier returned, bearing unhappy news. "It has begun: Time no longer flows continuously. Clockwork knew this was a possibility." The green, robed councilmen lost all color. Some even fainted. One saw Walker's confusion and elaborated. "Portals don't just tie us to the humans, they are also a link to the past. Until now few were usuable, but it seems new ones have opened recently. This loss of Vortex was caused by a portal that, somehow, was absorbing and redirecting Phantom's wail from another time and another place."

Walker paled. "A portal," he repeated in a whisper. "Doesn't seem possible."

The ghosts nodded and escaped while the warden remained frozen in shock.

Human World: "Earth"

Valerie Grey faced off The Human Torch in the Avenger's training room. This was a friendly fight between the two, designed to release stress.

The Red Huntress shot a heat-seeking missile. Johnny Storm retaliated by blowing it up before it even crossed the middle of the room. Next, Storm jumped up to avoid the ectofire that followed the faster-flying weapon. Hovering in the air, fireballs were thrown down at the weaving lady.

Val shot off another heat-seeking missile and this time jumped on her hover board before following through with more laser shots. The two continued trading shots, trying to disable the opponent.

The stalemate between the two didn't end with a clear winner. Red was out of ammunition just as Johnny ran out of fuel. This particular fight was a tie, which was probably best.

Shaking hands, the two hot-tempered young adults stepped outside. They parted, going different ways: Johnny towards the landing pad, so he could arrive home at the Baxter building, while Valerie turned right, catching up with the other teenagers.

She turned another corner and stepped back, watching. Down the hallway, across from one of many training rooms, Bruce Banner joined Jazz Fenton and Samantha Manson. "What did I miss?"

Sam glanced up from the transcripts of the conversation they had recorded. "Nothing much, I suppose. Phantom's free, but he can't come straight back here."

Jazz picked up the papers, frowning. "This conversation doesn't make much sense though. He's in the dark—doesn't even know that Red can give the skeletons orders to which they will harm themselves to finish.

Valerie chose then to intrude on the private conversation. "I still say this was a ploy by Phantom," she stated without much emotion. "Although when and why did they start obeying me instead of the master who created them?" Miss Grey tugged her gloves off, and placed the leather-like material in a pocket.

Banner's keen eyes focused on the African-American's hand. "That ring, it's not of earth material or design." His sight had captured the unnaturally glowing green trinket held on her left hand.

The group stomped upstairs into the living room, where Iron-Man had rerouted all communications. Modified television sets and computer monitors revealed images from a few other groups similarly set up. The headquarters of the Fantastic 4 were on one screen, with General Nick Fury also visible. Tucker Foley was not sitting at his desk, caught up in trying to explain something to the older scientists. College learning and training did nothing towards helping them understand the intuitive leaps of logic the youngster had between ghosts and their equipment.

Red took center stage and coughed. "Inspectors, are you available?"

Jack Fenton's bass voice came back loud and clear. "Inspectors are here, Flames. Starbucks won't let me pull their equipment apart." Maddie Fenton took over the microphone. "We're listening, but no images will be transmitted for the duration."

Sam and Jazz traded glances. Val ignored the byplay. "When did the ghost slow down their visiting hours?"

Time passed as the two adults conversed, trying to agree on a time.

Silence came from the speakers, as the other linked groups remained silent. Well, Tucker wasn't silent, but he wasn't close enough for the mike to pick up and transmit his colorful mumbling as he scratched equations or something on paper.

Valerie waited, focusing only on the Fenton's and their small section. Finally, Maddie came back. "A month or so after school started. Why?"

Red didn't answer the question. "Would you say approximately the same time Professor Parker arrived?"

"Yes."

The Huntress sighed. "I was afraid so. Thanks for the help." She turned her back to the screens and addressed Banner. "You're right, this ring isn't from earth. It is a ghost item, but that's all I know for sure."

Jazz and Sam stared at each other. Both refused to speak up and was urging the other to blurt out what they knew. Neither female caved in.

It was Tucker who broke the silence. "Argh! Stop it you two. Danny thinks Vlad stole that particular ring because it's imbedded with Parahia's power." The African American turned around once, before returning, with a personal computer. _Hopefully that will be the last visit from the absent-minded professor_. "The Ring Of Rage is only one of two artifacts designed to increase a ghost's power and control. The other item, lost to time, is the Crown Of Fire. Nasty stuff. While wearing both, the king ruled over all ghosts and nearly destroyed everything during a rebellion. The only reason he's in his Coffin Of Forever-Sleep is because seven ancient, powerful ghosts banded together to stop his evil from flowing over onto Earth."

Reed Richards spoke up when Tucker stopped to breath. "Can you transmit the files to us?"

Mr. Foley nodded. In almost no time at all, copies of the computer's ghost data were sent to the Xavier Mansion, The Avenger's Mansion, S.H.I.E.L.D. mainframe, and the Baxter Building. "I would think it's a coincidence that just as the science teacher arrived, the ghosts, stopped visiting home." He shrugged and pushed his blocky glasses up on his nose. "That's what I think, and I am inclined to argue the point, except they invaded New York, not once but twice."

Valerie Grey, still seen in her outfit of the Red Huntress, sat down on a couch, and browsed through the uploaded files. "Hmm. The Lunch Lady Ghost, the Box Ghost, Penelope Spectra, Bertrand, Skulker, Dairy King Ghost, Nicolai Technus, Sidney Poindexter, Johnny 13, Kitty, Cujo the dog, Walker, Wulf, Bullet, Desiree, Ember McLain, Vulture ghosts, Klemper, Youngblood, Fright Knight, Lydia, Pariah Dark, Prince Aragon, Dorathea a.k.a. Dora, Clockwork, Observants, the Ghost Writer, Hotep-Ra, Frostbite, Amorpho, Vortex, . . ." Damon Grey's daughter glanced up. "Whose file is this? And how is it organized? In fact, how many of these ghosts have visited Amity Park? Not all of them, I'm sure"

No once answered. Val sighed and selected all, then hit a few buttons to sort them by overall strength. Her eyes widened. "Who's Dark Dan? Undergrowth, Vortex, Nocturne, Pariah Dark 'the ruler', Fright Knight, Vlad Plasmius, Prince Aragon, Hotep-Ra, Walker, and everyone else. Every single ghost except Phantom!" Valerie slammed her fist on the reinforced coffee table. "Why is Phantom not mentioned? This person kept clean records of other ghosts, why not the so-called hero?"

Damon used the Fenton-Phones to answer. She'd opened up her link and the other nine had winced at the volume. "Perhaps because his energy is still unsettled? Weren't you the first one to notice Phantom registered at level eight here, climbing briefly up to ten, but at home stays around six?"

Mars Leyland spluttered. "There's also his claim of gaining something new every three months or so. My understanding was ghosts could take years before advancing upwards in power or abilities. What's up with that?"

No one had answers. The talks changed subjects: from trying to dissect Phantom towards 'what to do about this blizzard-like fog'.

**Crossing between New York and the Ghost Zone**!

Wilson Fisk stood in front of the tainted, bulletproof window, looking below, seeing but not observing the billowing clouds roll in and drench everything in its path. The Cuban cigar he held clenched between his teeth no longer emitted smoke from the lit end.

His eyes flickered sideways as a shadow broke off from the corner. "That's closed enough, Mrs. Leyland."

Grace stopped advancing towards the New York Crime Boss. "Fine." She bit out, discussed with the heavy, chocking scent in the air. "I'll leave."

Fisk chuckled. "I didn't give you permission to go." He faced her square on. Wilson walked in a semi-circle around his visitor. "Few know of that particular secret passage way. Impressive. Tea or coffee?"

Grace stood straight and unmoving. "I don't drink. Not during business."

"Then you're not well acquainted with thirst. No matter." Fisk stopped packing and sat behind the ivory desk set aside for private meetings. "So few know the important faces. Tombstone did, but I'm not sure if his Enforcers, and Hammerhead saw the leader behind the mask. Roxxon Oil doesn't contact anyone, even if a breakout would profit them. It is a shame Spider-Man sees himself as above the law, but Jonah at the Bugle brings the misguided hero down to size." Fisk poured himself a cup of steaming liquid and slowly sipped the brew. "Sure you won't have just one cup?"

Grace Leyland refused the second offer. "I'm not here to hire you or sell information. I want to know your views on mutants."

Fisk sat back in the leather seat. "In general, I don't care one way or the other if humans are humans or powered, or not. As long as they stay out of my way, I see no reason to target them specifically. The death of innocents does not hamper my conscious ether. Does that help?"

Grace bit her lip. She nodded. "It does. I'll see myself out."

Wilson Fisk watched as the unspectacular lady left as quietly as she had entered. A soft chiming from his watch distracted the powerfully built man. He glanced at the time before standing up and heading outside, the proper way. Once at the level hidden beneath the white clouds, a second secret passageway locked behind him.

Dark and damp the earth-bound corridor may have been, but it was free of all surveillance. At least, the all-important human and electronic surveillance, were absent. Spiders and other insects hid here occasionally, but they and the litter left behind did not slow Kingpin down.

Kingpin emerged from beneath the street near a Park bordering Brooklyn. "Sheol, have you made contact with the undesirables?"

Sheol nodded respectfully and stepped back, revealing several bound figures. In the dark mist, it was hard to identify one slumped individual from another when they were all wrapped similarly. Sheol gestured towards one, "Carnage," a second, "Michael Morbius," the tird, but not final "Carrion."

Kingpin let a smile escape from the tight control he normally held in place. "Well done. Gentlemen, can you find and destroy Spider-Man?"

Morbius, the only one awake snarled, "We've tried. Spider-Man is like an unstoppable force of nature. Besides, the three of us are loners—never joining up with the Sinister six."

Kingpin replaced the mask, and placed a frown. "Were you approached by someone asking you to join forces to defeat the ghosts?"

Carrion, jerked backwards. His captor neatly slid out of the way, allowing the failed clone of Spider-Man to brush against Carnage. The alien symbiote woke and screamed, tearing the duct tape in the process. "I must eat!"

The vampire-man leaned away; the grass under Carrion turned to ash as Carnage burnt from the contact with his flesh.

Sheol stepped back some more and picked a cube out of a side pocket. "Do I find food for them, or release them into realm this device accesses?"

The crime lord mastermind pretended to give the question some thought. In actuality, he'd predicted the question and come up with a suitable answer beforehand. "Release their feet. Some of my associates and other employees haven't proven satisfactory." The group, stinking of death and destruction, walked into a subway station that was on the 'demolish' list of city crews.

Arms were unbound and both Morbius and Carnage followed their noses to the source of warm blood. "Spider-Man is the secondary target. I want the heads of Vlad Masters, Vladimir Plasmius, and Phantom. Can you comply?"

Carrion, not needing to eat as he was already dead, stood between the man many feared and the two who feasted in the other room. "We can, but the lack of Spider-Man may prove troublesome."

Morbius dropped in, licking the blood from his lips. "The fighter is trouble even if he is absent. Sure, we'll do your work for you."

Sheol activated the cube and watched as the trio stepped through the green, swirling entrance and disappeared. He bowed his head once the two were alone again. "What services of mine do you require?"

Kingpin walked off, saying nothing. It was time for the assassin to work on his own for plausible deniability, in the off chance another Avenger or minor-super hero bit the dust. Besides, there were others who had problems their small armed forces couldn't combat.

**GZ: Spider-Man and Danny Phantom crossover: GZ**

Danny dropped the pamphlet in shock. "Walker can't be serious! Trying to insist everyone choose a side and fight. Does he even pay attention to the stories and tales that mention the dark ages?" Fenton ranted and walked around the group, not noticing when he phased through the trees, rocks, and other obstacles. Danny did stop his pacing after stumbling over the green-earset. The item was placed back in his ear.

Finally back in control, Danny Fenton took a deep breath. "How are we getting to Amity Park? You've already chosen sides?"

The Fright Night snorted. "We have. Most of those you've fought have decided to follow you. Others who have yet to meet you, or the really powerful ghosts have united under Plasmius. There are still plenty undecided."

Danny sat down, nodding his head. A crackle appeared around his waist, revealing Phantom. "Nice to know I'm appreciated, but how are we going to stop this war?"

"What war?" asked a hollow voice from behind the seated halfa."

Stunned again, Phantom twisted; shooting up through the trees. Blood drained from his face, as he stood face-to-face with a skeleton. "You talk."

The foot soldier of Pariah's forces nodded. "We can talk." He said, tonelessly. "Most of us choose not to. The ring gave us our lord's instructions. Lately, his power has been replaced by something living and chaotic."

Johnny 13, Kitty, and Poindexter had taken off on the motorcycle when the attention was elsewhere.

Absentmindedly, Danny commented, "Vlad gave the ring to Val, I suppose she still wears it, so. . ." Understanding dawned on his face. "The Ring of Rage is being worn by a living human who's greatest desire is to keep the ghosts from overwhelming the world. How is it you were able to fight along side Plasmius then?"

The skeleton dripped green mold from his shoulders as he shrugged. "Not all of us fought. Just enough, to give the illusion we followed him whole-heartedly." He nodded, the helmet rattling slightly on top of the empty skull. "We're already on the way to your home. Any idea what is needed from your birthplace?"

Phantom slowly settled down. "Not really. Human fighters who've been subject to constant ghost attacks perhaps? Otherwise, I don't have a clue." He looked away from the empty eye sockets. "I don't suppose you know why it's taking longer for me to recover here."

The skeleton commander walked away from the silent, but imposing figure of the Fright Knight. "In general, ghosts who are able to access the human realm consistently are faster healers and it takes longer to drain them. Approximately how much of your time is spent with the humans?"

Phantom blinked. "Over ninety-percent of my life, since I became a ghost, has been on earth."

The green swirling skies shrieked and pulsed as something unplesent was forced into the Ghost Zone. The Fright Knight glanced upwards and left without a word. The nameless skeleton figure somehow frowned, despite not having any flesh. "Oh dear. It's starting."

Abruptly, the bolder on which Phantom rested broke off from the rest of the solid support and double-timed it downstream, coming closer to the Fenton Portal. Startled, the halfa bounced down and landed on his rear, but the enemy at his back did not react to the sudden change in direction or speed.

"Anything else I should know about?" Phantom was really irritated by his lack of knowledge of current happenings.

"Too much to tell, and not enough time. Just know this: You, Phantom, are the deciding factor that decides if we live or die." He faded out, leaving halfa alone on the speeding path towards Amity Park.

"Weird," was his only reply to his situation.

* * *

**Discliamer: **_Whoops—forgot one last time. Hope this one makes up for it—and suggestions would really be appreciated._

_Anyway, this isn't mine, but the storyline has drastically changed from the original plans. The first outline is no longer helpful. I'll finish this fic for sure, but should I move it and divide it? There's a lot of Marvel mentions and Phantom's section is diminishing. Just curious to see people's reaction and desire. _

_Thanks:_ Shadow At Twilight, Miriam1, SpartanCommandr, lynn138, NarutoPhantom, JC, mystery writer5775, inukagome15, and Hordack's Pupil._ I was hopping to end this monstrosity of a fic this chapter, but it didn't happen._


	44. Again!

**Disclaimer:** As if. This non-ownership note is going up to remind myself that this isn't real in any way, shape, form or respect.

**A Phantom Spider:** Closing in.

-**Amity Park**- had been peaceful the last couple of months. Without the ghosts around, it had become too peaceful. The residents had gotten used to the occasional ghost attack. In fact, most found ghostly appearances as nothing out of the ordinary.

Some wise soul had seen promise in the almost-scheduled sightings of Inviso-Bill, Skulker, the Box-Ghost, and others. In fact, the small town of Amity Park had quickly gained a reputation among paranormal hunters and supernatural skeptics. This was the place to be for a good thrill, or a delicious haunting, particularly during Halloween or other spiritual days.

Which is why the unnatural calmness had been so welcome at first by everyone, and yet so quickly questioned by the Fentons and a few other families. Still, Christmas was coming up and everyone—students, staff, the school itself—was looking forward to a break in the unusual happenings.

Mr. Lancer listened only half-heartedly to the teacher-discussion going on around him. With a cup of warm coffee in his hand, and a clear view outside to the teenagers enjoying life, he was distracted from faculty duties. Lancer wasn't the only one.

A cold breeze cut through to the bones and the adults stood up, looking for the ghost. Unsteady hands reached for absent ecto-guns as a pale figure poked his white-crusted head into the room. Hastily taken breaths were released as adults recognized the figure.

"Phantom!" Lancer rushed forward and pounded Inviso-Bill on the back, startling both him and the ghost. "How did you escape from the blue-ghost clutches?"

Phantom shook his head and phased through his English-Teacher's grip. He hovered in the middle of the room. "I was pulled away from his control while he was distracted with other news. Wait, you saw that?"

Mrs. Tetslaff snorted. "Sure we did. Harriet Chin, one of our better newscasters, was in New York and managed to grab copies of all recent supernatural material."

The Principle of Casper High was ecstatic. "Would you believe that some agency in New York has decided to add this town as a living Ghost Town? I heard we even have a hotline number set up for those who are worried about ghost invasion and control."

Mr. Falluca wiped his thick coke-lenses glasses clean. "Are there many creatures like you around?" At Phantom's blank look, the math teacher changed the question. "What I wanted to ask, is 'are you the only one who fights alongside humans?'"

Phantom shrugged andallowed himself to think about it before addressing the adult crowd. "Most of the ones who manage to find a haunt have trouble in keeping their energy levels high enough for survival. I don't have that problem. I have also spent a good portion of my 'life' helping humans. Neutrals won't fight if they can avoid it."

Lancer hid a faint smile before he coughed. "So why are you back here? Not for fun, I suppose, considering most of our ghostly visitors were last seen in New York."

Mr. Falluca nodded. "I was able to identity only a small handful of the ghosts captured on film. How many of them are similar in appearance?"

Phantom thought for a moment; tried clarifying his lack of an immediate response. "Depends on how similar in appearance you want. For 'could pass as a human' I know of perhaps two or three who could visit anywhere in the world. If by similar, you meant, 'not too strange looking' or 'human shaped,' then most of them. Now, for a question of my own: are any of you up for a visit to the Big Apple?"

Principle Ishiyama leaned back in her leather chair. "School just let out for Thanksgiving holiday. If you can procure a ride to-and-from without cutting into the five day weekend, I don't see why not."

One by one, most of the teachers said "thanks, but no" in various ways.

When Mr. Lancer took a while to answer, the ghost boy prompted, "So, do you want to come or stay, sir?"

His posture slumped. "Sign me up, only if you can get teenagers involved in this unplanned trip."

"Will do." Phantom saluted and flew out the window, heading towards the stadium below.

The shell-shocked staff had to crowd the window and soon, their breath fogged up the glass. Falluca ended up with his face pressed against the pane, while the others continually smeared the window trying to see out.

**Amity Park**- once was a normal town; almost identical to many huge villages or small cities in the Midwest. That was before the Fenton's came. Once the ghosts grabbed a foothold, the town was no longer forgettable. Thus, Amity Park became the "most haunted town in America."

However, the place was normal in all other respects. That, and the steady stream of skeptical visitors kept this town sane. Without the weekly visit of ghostly beings, some began wishing for the presence of other abnormal creatures. Still, this break from the new normality was a change many were willing to embrace.

Dash Baxter dropped the football Kwan tossed him. He waved, oblivious to the boos from the rest of the football team. "Hey, Phantom! When did you get back in town?"

The ghost dropped down to the field and strolled up to the sports star. "Just now." His head cocked to the side as Invisobill tried discerning if the question was legit. "I'm getting ready to head back to New York, actually. Want to come?"

Dash and the rest of the football team was shocked by the question. Kwan immediately suspected an ambiguous motive, but his fears of becoming ghost food were pushed aside. "We'd love to go," Baxter spoke for everyone, "but no way to get there. Why do you ask?"

Danny was jittery. Talking with the school's bully, despite the jock's admiration for the ghost child, was unusual. Actually, talking with humans while in the form of Phantom was unusual. "Not sure. Just a feeling that I'll need back up. That, and New York is a sight to behold." A faint, blue mist coming from his mouth distracted the ghost. He refocused his attention on Dash and the football players. "I'll try to find a ride for those who wish to go." Phantom turned invisible and flew off.

Kwan picked up the discarded football. "I didn't know ghosts had to breath. At least, I've never seen one whose breath fogged up before." As he spoke, white smoke emerged from his mouth and quickly dissipated in the surrounding air.

Dash didn't attempt to grab the football as Kwan made motions to pass it to the rest of the team. "See you guys later, I've got to talk to my dad."

**Amity Park**! A unique town to visit, but also a scare place to rest. Nighttime might have been the worst, as imaginations occasionally overworked themselves. This was the perfect place for sudden inspirations of the supernatural, or paranormal enemies. Movie Directors or Horror Writers dropped by to see if they could gather Intel from a dead source. Too bad the ghosts were on to them.

Ghosts and other unwanted visitors from out of town (realm) were quickly found and removed from the area. A few learned from their earlier run-ins with the ghost-obsessed scientists and tried staying off the radar. It worked, until the Fentons built a better ghost-detecting device. DALV also had a few sensors available, but they weren't popular in an area near Axion Lab Research & Development lab.

Still, Amity Park had two sets of "must see's". The ghosts avoided theirs, because it was a guaranteed place to get caught while humans may have camped out by theirs. Life was good, both before the ghosts came, and after they left.

Eddie Brocks shook uncontrollably as he wandered through the supermarket. Actually, it was Venom in his guise as Eddie Brocks, who shivered as humans passed within arm's reach. The visitor stumbled on his way to the candy isle and bumped into a candy display case, dumping all the chocolates on the ground. A few bars were smashed when he landed hard, on top of some. Unable to control his urge with food so close, Venom began eating the bars along with the wrappers.

Curious onlookers watched as the stranger devoured both the dark sweets and the plastic containers it was shipped in. As the sugar hit his system, the shaking stilled, and Venom gained control of his body's motor functions again. It wasn't long before he tried regaining his feet. Once successful, the visitor stepped to the cashier's checkout stand and grabbed a shopping bag.

Stunned, the supermarket employee followed the visitor as he made his way back to the piles of chocolate and dumped Hershey's in the bag. Venom stood up and turned too quickly for the worker to step out of the way. "Could I buy these and the ten or so I ate before being able to contain myself? I find I can't make it through the day without this stuff."

The sweet, dark goodness was bought and paid for then and there. As Venom strolled along Amity Park's main street, he formed a pocked in which to store the chocolates before he wandered into See's Candy store. Once inside, Eddie Brock's mouth began watering at the sight of the samples and boxed desserts.

It didn't take long for Venom to decide on something—he was rushing and grabbed the first several items he saw. The ladies behind the counter were sweet and gave him a free sample—to entice him to come back, or to buy more, their reasoning was unknown, but the gesture was welcome. As were the chemicals that helped him push back the urge to find a new, fresh host.

Aside from the inexcusable lack of control to eat the processed chemicals before paying at the first store, all Venom's visits were the same: scout out a store, pick up Hershey's or Dove, or GHIRARDELLI, or _Lindi/Lindor_ or whatever chocolate brand was available and rush towards the next store.

In that manner, Venom acquired quite a collection of chocolates that would hopefully hold him over until he was back home. However, something was off in the taste of every single piece he ate. None held the same kick that the stash he stole from Jack Fenton contained. While munching on yet another handful, Venom wandered through the Fenton household, trying to find the way back to the ghost zone—it was the fastest way to New York City. Actually, air travel would be faster, but the closest town with a landing strip was at least half-an-hour away by freeway speeds.

Wandering through the Fenton home, Venom stumbled upon not one, not two, but three emergency hams. The Op-Center atop the three-story building contained one, and that one seemed to be the only one that might have been editable at one point. While in the area where an attic should be located, Venom looked out the window and saw a glowing pirate ship settling next door.

Unseen, Eddie Brocks slithered out the window and latched onto the rope latter; shimming up the brittle cable, he hooked himself onto the barnacle-encrusted planks that made up the underside of the helm.

-**Amity Park**-

Youngblood crowed like a rooster. For the time being, he was Peter Pan, the boy from Never-Never-Land who didn't want to grow up. His ever-present sidekick couldn't pull off a fairy, so he had the form of a chicken. The bony creature didn't like that, but Youngblood wasn't complaining, so he didn't either.

Youngblood and his group of comrades danced over and around the sunken pirate ship, pretending they just won a resounding victory and were celebrating. Well, he was, the others followed his lead. The bird flapped his bones in an attempt to stay out of the mess, but with all the hopping and skipping going on, it was a losing battle.

That was the scene Ember McLain arrived to when she dropped in. Her ponytail flamed briefly before settling down again. The music maker paused to find the leader. It was surprisingly difficult to differentiate Youngblood from the others, but not impossible.

Ember stood at the exit and hummed a tune; stringing the notes that accompanying, "Twinkle, Twinkle, Little Star". That particular song grabbled Youngblood's attention.

Not yet willing to change roles so quickly, the kid spun in place while facing the adult. "Wha' 'cha want?"

The guitar stopped playing. "How about a ride?"

Youngblood looked Ember in the eye, and stood still for one moment. He nodded when she looked down first. "First stop is third star to the right and straight on 'till morning. Come, join us in our dance, Wendy."

Ember stepped around the moving group. Since she had been accepted by the 'leader' no one moved to block her as she strolled upstairs and to the helm. Once on top deck, the rudder was swung, and the tattered sails lowered and tied. Slowly the ship rose from its underwater grave. Ember skillfully steered the pirate ship towards FentonWorks and waited for riders.

It didn't take long for the ghost presence to be noticed again. Shocked at the sudden reappearance of ghosts, drivers stopped their cars and looked up, at the ancient, glowing ship that hovered above street. A crowd gathered beneath with relatives and friends being contacted.

Scattered remains of skeletons gathered together and wandered to the stable, human-built portal. It was one of these figures that caught Phantom's attention and helped him formulate a plan.

Lancer and the football team were not the only ones to gather around the extraordinary sight of ghosts waiting for something. The crowd shifted uneasily, sensing that ghosts were on the move. Phantom flirted into view and startled a good portion of the adults who were watching in apprehension.

The town's protector flew up and waved to Ember. The music-maker stepped off and smirked. "Hey, Dipstick, what brings you here?"

Phantom shrugged. "Could I borrow the ship? I have a few friends who need a ride to New York."

Ember's eyes lit up. "I'd thought you'd never ask." She spun and whistled. In response, the ship moved forward a few feet and dropped a rope latter to the waiting forms of the teacher and teenagers.

Paulina was the first one up, with Dash not far behind. Star and Ashley also made their way up before Lancer could force himself to grab the rope and pull himself up. Nathan and Lester were last. By the time Nathan managed to clamor up, the crowd had shrunk; only a few remained behind, watchful and waiting, while those that left had remembered important appointments.

Phantom floated down to talk with the remaining adult who made no move towards the swaying ladder. "Aren't you coming?"

The Nasty-Burger manager shook his head. "Thanks, but no. I much prefer the ground."

The ghost boy shrugged his shoulders and flew up, gathering the ladder as he gained elevation. Youngblood shouted "All Aboard!" when Danny landed, to which Ember responded by twisting the helm's wheel. The rest of the ghost crew finished setting sail for New York.

Irving Burns stood still, in the middle of the road as the ship took off. He remained watching until the airship was lost in the distance.

- - - - - **NEW YORK CITY** - - - - -

Jack Fenton's fingers drummed the tabletop. The inventor was motionless except for his hands. He glanced at the other Starbucks customers, looked back outside at the white veil, before retreating back into his thoughts. Despite what the instruments were telling him, he could feel that this fog was caused by a ghost. How to stop the effects though?

Jack Fenton watched from his seat as Matt Murdock's chair scrapped the floor and the lawyer stood up. The blind man made his way to the door, forcing the white cane to skim the surface of the ground. Now Jack spoke up. "Sir, what are you doing? Can't you see that nothing's getting through this weather?"

Murdock shook his head innocently. "I have appointments that won't wait for anything. Besides, being blind, this lack of sight won't bother me." He smiled to show he wasn't upset by the ignorant question. Matt resumed strolling through the store-restaurant and left. His departure was announced by a tiny _bing_ from the bell above the doorway.

Mr. Fenton's thoughts froze to a halt. He automatically cut out the outside world once the other customers began moving and whispering. They had just realized this blinding weather would be of no hindrance to the blind. Jack's ghost oriented brain figured something else out: ghosts would be free to move. Therefore ghost sensors would be able to navigate this virtual maze, even if the weather was completely natural.

Charles Xavier watched from the sidelines as the so-called crazy-inventor ignored the world around him and concentrated on modifying the Fenton anti-ghost gear he carried. All Charles could identify in one glance was the Fenton Fisher. A glance at Maddie showed she was as in the dark as he was. Sighing, the mutant leaned back in his chair and closed his eyes. He contacted Ororo Munroe at the Xavier Institute for the Gifted and asked if she and the others were fine. Receiving an affirmative answer, the two adults held a brief mental conversation.

Jack blinked and wiped his face. He blinked again and looked at his surroundings. "Right, this isn't the Fenton Basement. Hey, Damon, could you see if there are any spare electronic parts around? I need a few memory chips and wire." Mr. Fenton stood up, casually dropped the half-completed item in front of his wife and sat down next to Allan Smith. "How are you holding up, sir?"

Allan snorted. "Sir? I have no rank. In fact, you are older, so I should be calling you sir." His hands shook as he tried sipping some of the slowly cooling Green Tea Latte. "It irks me that no one believes me when I say I was abducted by a glowing vampire. Then I find out the so-called psychiatrist is a ghost. How do you think I'm doing?" Everyone heard Smith's last statement.

Jack wasn't deterred. "I hadn't heard all of that before. Not that I'm saying you're crazy or anything, but even in this town being attacked by something not-quite human seems to be rare unless one is super powered." His brown eyes lost focus for a second as Allan's vague description finally tangled with memory. "Was the vampire blue skinned and shoot pink rays from his hands or eyes?" Jack grinned when his companion's jaw dropped. Leaving the man speechless and others with unvoiced questions, he returned to his wife of twenty-odd years. "Mads, do we have any information on the Wisconsin ghost?"

Maddie Fenton frowned for a second as she dug in the pockets-that-hold-everything-but-a-cell-phone, for a PDA. "Yes we do. Projecting image." Commands were sent out, and a flickering still-photo of Vlad Plasmius appeared above the cluttered table.

"That's him!" Shouted Allan. He shot up and accidentally tipped his drink over, spilling the remaining room-temperature liquid over the newspaper he'd been reading before the interruption. Mr. Smith ignored the soggy mess as he stepped closer, and examined the enlarged file. "Wait, Wisconsin? I thought ghosts were limited to their haunts."

Damon, Charles, and the others were also intrigued by this supposed abnormality. Mrs. Fenton put aside her own confusion, to address this change from normal behavior. "We call this particular villainous creature the Wisconsin Ghost because that's where we first met him. There have been a few other places he's been reported, and my husband and I have crossed paths several times with this thing. The only ghost that 'haunts' Amity Park—besides poltergeists—is Phantom, but he's a unique case in several respects."

Damon tried changing the subject. "What other ghost images do you have on that device?"

Maddie looked at the PDA. "Not sure. Tucker Foley handed this to us. 'For Save-Keeping' he said. I could see cords sticking out of other pockets, so I would presume this is a copy or backup."

Jack Fenton placed a hand in front of his mouth before a belch could escape. "Or you could have had this device on when Tucker broadcast his ghost files and it just happened to catch the information." He shrugged and returned to the half-dismantled device on the table. He pulled out something from one of his HAZMAT pockets and connected the two items.

Meanwhile, Maddie Fenton browsed through the pictures and set the grainy pictures on a revolving stand. A few revealed animals that hadn't been noticed in the battle for New York, and there were other ghosts that were conspicuous in their absence. Still, the adults and Starbucks employee had something to entertain themselves while Jack was lost in his own world.

**DP **in** AP: section break: NY-SM**

Peter Parker slept soundly for several hours--thirteen to be precise. The young man woke hungry and quickly made his way down to the kitchen. When he saw the time, he glanced out the window and then turned back to face the clock. "It shouldn't be this dark at this hour."

Mary Jane put down the book she'd been engrossed in. "That's right; you weren't awake when the fog rolled in. Bad weather hit all of a sudden. Good news is most people aren't bothering to fight the unusual turn of events."

Peter pulled out a box of cereal bars and tossed one to her. He grabbed one for himself and tore the wrapper off before chewing and searching the cupboards for something more filling. "Is the fog localized, or what?"

Mary Jane straightened up in her seat. Her posture became more upright. "Glad to hear you're feeling better. All of New York's been hit, and it might be moving its way down the Atlantic Coast; however, the newscasters don't see this fog as 'news worthy' so, minimal mention has been made."

Peter strolled to the living room and looked out the window. His keen brown eyes seemed to be searching for something. They caught nothing; not even a hint of movement out in the streets--unless the wind, whose effects could be seen, counted.

A faint 'bing' from a green small item on the counter-top grabbed the adults' attention. Mary Jane reached it first and picked up the communication device, turning it over in her hands. A soft "hello?" emerged.

Miss Watson responded. "May I ask who's calling?"

The voice on the other end hesitated for one second. "Tucker Foley, trying to contact S.M. Is he available?"

Mary Jane gave Peter a bemused look and tossed the device backwards.

Peter caught the Fenton Phone and slipped it on. "Web-Slinger back in action. What did I miss?"

"A brainstorming session. Oh, and some human-ghost interaction history from the past couple of years. Can you swing buy and link the Inspectors up? Their link has been limited to vocal only, and the Inventor has dismantled all other forms of electronic communications. This request comes from General Fury who would prefer a secure video-link feed over Web-chat lines and focused images, anyway."

Peter closed his eyes. "I might be able to do that. You got a location?"

"Starbucks. Yes, I know there are hundreds of Starbucks in New York, but if it helps, Professor Xavier is with them. Haven't been able to contact his school, in a normal fashion, but the telepath says everyone is fine. They are able to receive us, but again, connections are limited."

Peter sat down, resisting the temptation to pinch the bridge of his nose. "The Fentons are a higher priority than the Institute? How's . . . Never mind. I'll be at the Mansion soon. I will want coordinates when I get there." He cut the link and closed his eyes before standing up and moving.

Mary Jane spoke up when her friend headed towards the stairs. "You need to eat something, before you leave, Tiger."

Peter stepped back into the kitchen and pulled out the leftover soup. He drank it cold; not quite straight from the container, but it was a close thing. The disproving frown from his long-time friend had him scrambling for a bowl, which was drained almost as fast as it was filled. Thankfully none of the nourishing liquids and vegetable, meat chunks were spilt; he slurped up about half of the soup, leaving Mary Jane behind when he scrambled up the walls towards his bedroom, where the Spider-Man costume lay.

Less than a minuet later, Spider-Man was jumping across rooftops, heading towards the Avenger training-grounds.

**NY :section break: NY**

The Vulture snarled as he cooled his heals in jail. Trying to help Spider-man should have kept him out of this. In some respects, thought Mr. Toones, this was a better place than his home, but still. Not fighting the insane wall-crawler meant he was on the good side! Forget about the warrants out for his arrest--it was just minor thefts, usually food, but occasionally cash.

He turned his head away from the other occupied cells. It angered him that this was the New York Police that had him contained. Normally he was held captive by S.H.I.E.L.D. Instead of looking at the bright side of things--a) a holding cell was much easier to break out of, b) he was still in his Vulture uniform, just minus the slicing wings, c) no interrogation was forthcoming and he would be released in under twenty-four hours without charges--he focused on things to complain about. After all, one of his specialties was seeing the negative side; which was a common trait with a few of the other Sinister fighters. At least this time he didn't have to listen to Doc Oc moan.

The Vulture's old, beady eyes looked up when the bars creaked as the door was rolled back. He stood up and approached the police officer. "Come on. There's a lawyer waiting to speak with you."

He was led through the security clearance, and waited for the man sitting at the table to speak. When it appeared he wasn't going to start, Vulture sighed and sat down across from him. "You're not my attorney, are you?"

The man kept a hand on the white cane by his side, while the other thumped the table, gently. He smiled, his eyes unseen behind the sunglasses that were part of his uniform. "Correct," stated Matt Murdock. "I had a few questions I wanted to ask you and the others, but have lost the list."

The Vulture, a cranky old man who was constantly subject to Spider-Man's vile humor, snorted. "Why are to talking to me? I know your history: Matt Murdock the man who never hires out his services to the criminal world. You also refuse to represent the arachnid's foes. Why now?"

Matt shrugged. "I have time, and traffic's almost non-existent. Besides, I heard what you and a few others tried doing."

Adrian Toomes let his fist hit the round metal table. "No thanks. I don't want apologizes or appreciation. What I want is OUT." His voice was heard, the adrenaline drained away, leaving him tired.

Mr. Murdock leaned back in his solid chair. "I wasn't going to say 'thank you'. I came to tell you, that your old arrest warrants are outdated, and thus you can leave at any time. You aren't the only villain of Spidy's that came out to play--Mysterio wreaked havoc in the subways, and the police were hopping you knew how to contain him."

The Vulture glared at the blind man. "So, you're the go-between. Pathetic." He snorted again, this time from anger and disgust. "I thought he had died in his last public presentation against DareDevil. Guess I was wrong." He cleared his throat. "Quentin Beck can't be held against his will. We've tried. Spider-man, us villains, and every agency that deals with super-villains individuals."

Murdock thought for a moment. "Thanks for your time. I would hand out my card, but you are right about my clients. Nothing personal."

Vulture waved his hand dismissively as they stood up. "Forget it. The state tends to provide competent lawyers anyway. It would be enjoyable to have you post my bail, but that's not going to happen." Adrian walked back to the guard who stood at the only exit. "Must I go back to the cell, or can I leave this dump?"

The guard looked away for instructions. Vulture was just ready to gut him with his bare hands when the police officer stepped to the side, allowing them access to outside, where the fog lay thick. Murdock didn't pause in his steps, but the Vulture halted and retreated. "On second thought, I'll go back. Seems to be about time to eat anyhow."

**GHOST ZONE**

**Vortex** blasted his way past the Observers. It felt good to be free of the pesky law enforcers. Together, they were the only ones strong enough to hold Vortex back.

The green skinned ghost flew by stunned locals. He fled the area, not wishing to be caught again. Perhaps this was the time to declare allegiances. After all, the warren's newest rule was for everyone to pick sides. Vortex had chosen.

After some time, he slowed and looked for those he wished to align himself with. No one was there. Well, Vortex saw no one he recognized. Still, he was far enough away from the rule creators, so the legless ghost began searching for someone he knew.

_Odd, _thought Vortex,_ why does the ghost zone appear to be empty? _Not at all worried, he jumped onto a floating rock and pushed off towards an asteroid belt. He almost touched down when a swirling black-green portal grabbed him in passing. The ghost tried to react, but was too late. He spun and twisted; the form of his body cracked before renewing itself. Pain blossomed then shrank back.

Finally, Vortex was spat out of the dizzying tunnel. He was barely conscious—it wasn't until after he fell into the water did he realize he was free. _Of all the rotten luck! I find an unstable portal. At least I survived the transport._ Recovering, the ghost stayed below the surface. He let the tide pull him in. While resting, and trying to escape from the brutal rays of the sun, he formed a barrier that blocked most of the light. In an effort to escape notice, however, Vortex kept his disturbances to a localized area.

Time passed. It could have been hours or weeks. Since ghosts age differently (if at all), they don't pay attention to the hours as humans do. This far from any real human habitats, it took time to recover from the drain caused by protecting himself from the fluctuating portal that dumped him here in the human world. Still, Vortex was content to remain out of contact until a powerful burst of ecto-energy slammed into his wall and broke the flimsily control held over the fog.

Startled and astonished, Vortex allowed the unnatural weather system to disperse. He followed the thickest section onto land and regained the energy needed to manipulate the weather. This would take patience, and shelter from the sun. It could be done as long as Phantom didn't interfere.

- - - - - **NEW YORK CITY** - - - - -

Norman Osborn paced in the high-security cell. He was still encased in the Green Goblin's suit, so that was the mentality that was given free reign. Now, if only he could escape.

The Goblin let loose a howl, allowing his frustrations free reign. It wasn't right that Captain America arrested him right after rescuing him from the ghosts! He'd been trying to help, and this was the thanks he received? Oh, Spider-Man would pay once he was free!

Green Goblin resumed pacing. It barely cut through the boredom, and quickly became repetitious, but it was the only thing he could do in order to prevent himself from going stir crazy. This was only the second or third full day of incarceration. Too bad the one who made the air, thick and heavy with his sonic barrage wasn't available. It would have been nice to kick the annoying red-blue insect. Oh, right the plan was to help Spider-man out; not kill him.

Norman snarled; a vicious sound that might have scared lesser men speechless. Too bad his guards were trained by the best. A tip-tap, tip-tap sound vibrated through the hall, and Norman stepped up to his door, trying to see who would be passing by this joint.

The tap, tap grew louder as the individual making the noise came closer.

Greeny screamed when the owner of the tap-tap entered his sight. "Not you! Don't I get enough grief?"

Matt Murdock smiled. "I'm surprised you know me. I haven't even introduced myself yet." He slowly entered the room, using the cane to find obstacles.

Mr. Osborn stepped back, away from the cane. "Doesn't matter. Lots of high-profile people groan when you show up on the opposing side. So, why are you making your rounds on this dreary day?"

"I wouldn't know what type of day it is, as I can't see." Murdock sighed and settled in a nearby chair. "I'm under orders and am subsequently trying to contact Spider-Man and others. Did you know Mysterio's on the loose?"

Goblin spat. "I heard. I also heard that mobs were formed in subways and parks thanks to his illusions. I'm surprised you haven't heard he's gone crazy. Calling himself 'The Perplexer.' HA!" The exoskeleton fighter resumed pacing. "Strange things have happened lately. I was a fool for thinking Venom had the right idea. 'Let's go help Spider-Man. It'll be a unique experience.' Yea right. Prison's not new." He continued mumbling to himself, not noticing that the human was hanging on to every word.

**NY: change location: NYC**

Spider-Man dropped down to the corner. Yes, Tucker's directions were spot on. This store was Starbucks and it looked like the Fentons were inside. The New York crime fighter knocked on the door and pushed his head in. "Luucccyyyy!"

"Ghost cat got your tongue?" Maddie teased him. "Did you bring the supplies?"

Spider-man laughed and strolled inside, being careful not to swing the bag he carried too hard. "I heard you were looking for parts." The travel bag collapsed on its side, revealing a portable computer and extra chips.

Jack pulled his head out of the mechanics of whatever it was he was building and scrambled over. "Ah, no fudge! Well, I still have my Carmel Hot Chocolate. Thanks Spidy!" The computer was pushed aside while the absent-minded inventor carefully examined the electronic pieces. "Perfect." A handful of parts were picked up and moved next to the incomplete and unrecognizable item on the table.

Maddie laughed at her husband's antics. "Regardless, we are glad you could make it." Mrs. Fenton retreated to the table and began adjusting settings on random stuff scattered across the room.

Damon rubbed his head, trying to ward off exhaustion. "I need to escape from this zoo." Mr. Gray muttered.

Spider-man stepped back from the tightly controlled chaos that followed Jack as he finally began explaining his idea to Maddie. "I couldn't agree more—and I just arrived." He sighed. "Why was I picked to be today's gopher? Can I have a cup of java—regular coffee flavor—before I go?"

The Starbuck's employee nodded his head frantically. "Sure thing, Mr. Man"

Spider flopped, gently, on a wicker chair. "Great, now I'm Mister Man. Less inventive than some, and still not helpful." He sipped the hot liquid, and pulled a small pocketful of loose change out to hand it over for payment. "Next stop; the school." The New York costumed hero finished drinking the steaming caffeine before heading back outside, leaving the café behind and lit up, a bright signal barely visible through this thick fog.

The webbed spherical container bounced around a bit, but it was packaged safely. Once Spider-Man arrived in the X-Men kitchen, the package was carefully lowered to the floor, where Bobby Drake and Ororo Munroe stood waiting.

Ms. Munroe shook her head at the young man's enthusiasm, but gave him permission to open up the present. Smiling, Bobby iced over the webbing and cracked the suddenly fragile material. The African-American mutant took the box and set it on the Dinning Room table. "Thank you for the delivery." She cocked her head, listening to a telepathic message. "Is your Fenton Communicator turned off, or out of range?"

Spider-Man removed the Fenton Phone from underneath the mask and looked over the tiny instrument. "I don't believe it! Out of juice. What message is Xavier relaying?"

Ororo sat down, inviting the traveler to do the same. "Tucker has spotted ghost activity. Both are at the extreme range of the sensors, so he can't be sure they are real." While she spoke, Bobby was connecting the monitor, keypad, mouse, and cords, plugs in order to turn the computer on. They system traveled better dismantled; that and it wasn't assembled before Spider-Man picked it up at the Avenger Mansion. "He's trying to talk Red into traveling to the Fantastic Four headquarters to check out the rapidly approaching ghost, while the other one seems to be underground."

Spider-man hissed. "We didn't clean out the sewers. Dangnabit! Now one's holding up in the abandoned subway stations." He slapped his forehead. "I want a raise." He jumped up onto the ceiling and scurried out of the school, heading back to his home city.

**END TRANSMISION**

Thank you for reading. Extra cookies to lil noir neko, Shadow At Twilght, MaxRideNut, darkhorse111, SpartanCommander, NarutoPhantom, _JC_, Miriam1, Hordak's Pupil, and inukagome15 for taking the time to review.

Ask questions: point out discrepancies; let me know what you think. I enjoy reading everyone's comments (or flames, if they wish). See ya'll next update!


	45. At Last!

Amazing Grace Lyrics by John Newton, Stanza 6 anon.

_**DISCLAIMER: **__I WISH I OWNED THIS, BECAUSE THEN I WOULD HAVE SOMETHING TO MY NAME. _

Phantom hovered above Young-Blood's ship. Below, layers upon layers of murky fog hid the land. Mr. Lancer remained sitting on the deck while the teenagers looked down.

"Hey, Phantom!" yelled Dash. "I thought we were heading to New York, not Iceland."

Nathan snorted. "Greenland is covered in ice, not Iceland. Besides, we haven't passed any oceans—see, the Apache Mountain Range is Southwest of here. Also, that's fog, not ice."

"Dweeb," muttered Mr. Baxter as he stepped back and looked around for a seat. To the delight of the nerds and the non-jocks that were picked on, this ghost ship had no lockers or cabinets. Of course, having Phantom around meant Dash did his best to treat his fellow flyers as actual people, instead of stuffing dummies. "So, what next?" Dash raised his voice, trying to catch the ghost-boy's attention.

Phantom opened his eyes and dropped down to the deck. "We locate the Fentons, and try to . . . actually, I hadn't thought that far ahead."

"WHAT? But you're the town protector! You're supposed to have plans that prevent ghosts from taking over the world."

Phantom shrugged. "It is my responsibility to stop spirits from harming humans, yes, but the fights are usually more about power and stamina than anything else—unless Plasmius gets involved." He replaced the Fenton communicator back in his ear and hit the transmit button. "Red Phoenix Flames, are you receiving? This is Phantom calling the Inspectors. Does anyone hear me?"

Red-Orange flames broke through the fog and encircled the flying ship. The Human Torch yelled through a megaphone, created from his fire: "The Fantastic Four hear you!" He flew back down towards the hover car that was rapidly heading towards the newest batch of Amity Park residents.

Phantom groaned. "Ah, no. Not him. I'd take the Red Huntress over him. Why is the only flyer, in reach, more immature than most high-school teenagers?"

Kwan was pacing, while the football team, in the background, ignored the grumbling ghost. "I take it you know the Human Torch?"

"Yeah, but I wish I didn't. At least he can't burn me if he takes offense."

Johnny Storm arrived by cutting his way through the planks, creating a hole that slowly filled with residual ecto-energy. "Not permanently, anyway," he agreed. "Benis going to guide you in, while Mr. Fantastic and Invisible-woman guard your back. Can your pilot follow?"

Ember dropped her cloak of invisibility and let a fist of solid sound go. The pink energy blast narrowly missed the floating car, which skillfully dodged the laser-like weapon. "If we can't, it's not our fault."

Behind her, Youngblood walked through the central post. "I can do whatever that guy can do, but better." He smirked. "After all, Tinker Bell helped the Lost-boys fly home, so why can't this ship do more?" The few sailors who remained on board up to this point lined up and saluted the young captain. "See?"

Phantom jumped up and rested above the sails, leaving the flaming member of the popular team arguing with the ghost-kid. Lancer's jaw dropped as he listened to the Human Torch trade one-sided insults with something he couldn't see. Star and Ashley, plus a few others did not want to understand what Peter Pan was saying, so they ignored the vocal fight.

However, once the ship and its passengers headed towards some ominous looking skyscrapers, Phantom pealed off from his position above and headed towards another destination. The ghost didn't have a specific spot in mind yet—he flew to clear his head mostly.

_Change Scene:_

"Amazing Grace, how sweet the sound,

That saved a wretch like me...

I once was lost but now am found,

Was blind, but now, I see. . . "

Unseen by the crew and passengers, the black stowaway loosened his grip and fell like a rock to the skyscrapers below.

Venom had not exhausted his supply of sweets—in fact, he hadn't had to eat more than a couple: perhaps one handful during this entire trip back to New York. Interestingly enough, the desperate need for a fresh, untainted host had dissipated while hanging onto the barnacle-and-ecto-encrusted bottom. Now, Venom felt like a new fighter: which was odd, considering, but he wasn't going to argue until after he got back home and traded some realistic blows with his arch enemy.

_Change Location:_

". . . T'was Grace that taught...

my heart to fear.

And Grace, my fears relieved.

How precious did that Grace appear...

the hour I first believed. . . . "

Almost a mile North, and several stories below Venom's landing spot, Spider-Man pulled himself out of a manmade hole and gasped for a breath of fresh air. The canister on his back had just run out, and he'd been taking small, quick breaths of pure oxygen while surveying the lowest levels of the subway system. When his teammates ran low, he gave up his spare, leaving himself with one cylinder of pressurized atmosphere to sustain him throughout the trip.

The wall-crawler wiggled out of the enclosed air-duct and pressed a speed-dial number on the cell phone. "This section is empty. How many more jungles of pipes are we going to explore now? My tank's had it."

Captain America sighed. "Come on back, Spider. I'm sending out another team. You need your rest—besides, with the sensors you've helped plant, the area in which the ghosts can hide has been greatly reduced."

"You got it Cap." Shrugging out of the harness, Spider-man dropped the tank and placed the cell-phone in a side pocket of the backpack. Then, he just jumped up. The Web-crawler aimed for height, swinging towards other skyscrapers when his current one ran out of vertical ledges. He had no particular direction in mind at this point. Elevation was good; in fact welcome after the numerous claustrophobic inducing locations he'd visited through the last hours.

Behind him, Mars Leyland and the Red Huntress emerged from similar pockets. They too dropped their breath masks, but did not express their joy at leaving the dark behind in Spider-Man fashion or other similar manner. Mars dropped to the ground and groaned in relief, while the Ghost hunter activated the board and hovered about twelve feet up. They stayed close to the equipment, knowing the adult could take care of himself.

"So," began the Caucasian kid. "After dibs on the shower, is it bed, dinner or a game?"

The African-American young woman glared at him. It was useless through the mask, but the action made her feel better, even if the one receiving the evil eye did not react. "Debriefing first, then clean up and sleep."

A silence unnatural in the Big Apple ruled until the ring tone of _The Elements Song_ emerged from the Cellular phone Spider-Man dropped off before exploring the airspace. "Gah!" Red screamed.

Mars sat up and answered the call before 'There's antimony, arsenic, aluminum, selenium . . .' came up. "Hello, sir."

General Fury's voice came through strong. "Put Spider-Man on, Mr. Leyland."

Mars glanced skyward, but saw nothing beyond the grayness caused by limited illumination and total cloud coverage. "I would if I could catch up to him, sir."

"S.H.I.E.L.D. loans out cell phones and the people responsible for them don't carry them?" There was anger in the tone. "Spider-Man will get a reprimand for abuse of government property."

Red lowered her board, but had yet to dismount. She leaned forward and stretched out her hand towards the ground-restrained teenager. Mars gapped soundlessly in shock, but reached out and allowed her to pull him up on the aircraft. "Is what you wanted to say to him classified, or can I pass the message on?" A head device was pulled from the same dimensional pocket that Red placed all her unused ghost guns and surrounded the speaker's head so he could carry on a conversation while Valerie raced through the air, following Spider-Man's faint trail.

Fury was silent for a moment. "The ghost in the air is Phantom. Reed's confirmed both the sighting and the energy readings. Have you located any of the ghosts that hid beneath the city?"

Mars shook his head even though the motion wasn't conveyed across the electronic signal. "No, but we managed to place several tracking-sensors in the unused tunnels." A blur of red-and-blue caught his eye; he quickly pointed out the speck to the pilot, and she looped around. "Hang on, I think we may have found the wall-crawler."

Once Spider-man was reached, Mars tossed the phone, (the helmet disappeared when the speed dropped to almost nothing) and the adult winched under the salvo from the General. "Why did you scream earlier?"

Miss Grey edged them closer to a banister, and disengaged her gear. Mars dropped and rolled from the unexpected change of ground, while Val landed on her feet. "The ring-tone the Professor choose only proves he's a science geek. I can think of a whole lot of other tunes that work just as well."

Mars shook his head and leaned against the railing. "Maybe, but Tom Lehr's song is fast-paced. Not many people can keep up with supers once they get going. It makes sense in that respect."

Red stood up and glanced across the street, before looking down. The black asphalt road was invisible at this height: or perhaps it was the amount of fog that covered everything in New York that hid the ground and cars. "Any idea why Spider-Man needed a cell instead of the Fenton head-set?"

Spider-Man finished the conversation and closed the cell phone. He dangled from the corner, motionless for a second or two, before leaping forward and swinging around the building. Both teens watched. "His device was dead, and everyone agreed that Spider-Man needs to be on the front-line. Thus, the phone; although why he wasn't loaned a new ear device, I don't know."

When Spider-Man showed up on the other side of the complex, Red shouted, "Let's go!" She ignored the fact Mars ducked to escape being yelled in the ear. Her board reappeared, and Red took off before Mars could grasp the smooth metal.

Mars shook his head. "Hey, can someone give me a lift?" Spider-Man swooped down and grabbed the youngster in one swift motion, while keeping Red in his sights. "Thanks, Spidy." The webbed packages remained motionless on the fighter's back, but Mars wasn't secured as tightly. The first bounce generally upset passenger's internal organs a tiny bit.

"Don't mention it. Although I must say I'm surprised that she dropped you off up there."

Mars shrugged. He wasn't as queasy now that he'd learn how to anticipate the drops-and-swings in Spiderman's traveling-across-city style. "So am I. I thought she was a loaner." He grunted as the costumed hero landed on a Plexiglas window and pushed off. "Of course, I wouldn't have expected Parker to choose a song with run-on sentences like: '_Now, if I may digress momentarily from the main stream of this evenings symposium, I'd like to sing a song which is completely pointless but which is something I picked up during my career as a scientist. This may prove useful to somebody some day perhaps, in a somewhat bizarre set of circumstances. It's simply the names of the chemical elements set to a possibly recognizable tune._' Then again, it is informative." The green-eyed kid grinned.

Spider-Man laughed as he launched a web and looped around a flagpole. "Apparently one cannot judge by the covering." The adult kept track of Red's path, assuming rightfully, that she had a navigation system on hand and was taking the quickest route back to Avenger's Mansion. Young Leyland picked this up and didn't speak until later.

". . . Through many dangers, toils and snares...

we have already come.

T'was Grace that brought us safe thus far...

and Grace will lead us home. . . "

--**S--T--I--LL**--**C--R--O--SS--O--V--E--R**--!--

Carnage snarled at the blue ghost held in his claws. "TELL US!"

"B-b-be-ware" the box ghost managed to blurt out before fading from view and falling through the dry scales that had hindered his movements.

Morbius dropped down. "Nice move. How about I interrogate the next prisoner?"

Carnage swiped his still sharp fingernails through the vampire's chest. Clothing was torn, and while there was a solid impact of flesh and bones, no blood gushed out of the new holes in Morbius' body.

"Ah, I'll let you take the lead again." Michael Morbius jumped up and hovered, following Carnage as Venom's son tasted the green air with his tongue. "How's your friend, Carrion doing?"

"Am I my brother's keeper? No. The only thing we have in common is our hatred of Spider-Man." Carnage liquefied his legs and shrank into a puddle of goo, waiting for another passerby.

Morbius shook his head and flew off, letting his unearthly powers point the way to humans who might know where to find Masters, Plasmius, or Phantom. The trio of death already knew where Spider-Man could be found, and many fighters managed to catch his attention unwittingly. Here, in this alien world, that wouldn't happen.

­--g--h--o--s--t--z--o--n--e--

". . . The Lord has promised good to me...

His word my hope secures.

He will my shield and portion be...

as long as life endures. . . . "

The green haze that covered everything and the dark atmosphere separated before Carrion. Where the clone strolled, the very air tried escaping. A storm followed in the clone's footsteps just by his being there.

Carrion felt like screaming. His need to find and subdue Spider-Man was being thwarted—by a nincompoop leader of the underworld. No, make that the top nincompoop of the leaders of idiots who ruled over morons and were advised by the brainless. The only thing worth mentioning about this current scum was the fact he hadn't been picked up yet—were the lawmakers and enforcers as mindless and stupid as the sheep who lived in New York?

Finding nothing useful—indeed, noting that all ghosts fled his presence, Carrion gave up the search and returned to where he had silently left the other two to search in blessed silence. The fact every ghost instinctively left his presence, or hid as best as they could meant there was no chance for Carrion to let his vile temper release some pressure before he caught up with his supposed allies.

It was pathetically easy to find and follow Morbius. Thanks to the common element they shared—that of being one of the so-called-living dead—he was the only one who wasn't actively avoiding Carrion's presence. It didn't hurt that when desired, Carrion could alter his body's chemistry to tell him in which direction his target lay.

Locating Carnage took a bit of brainwork. It wasn't until he saw the trembling black puddle that he had just stepped over, did the raging loner understood his opponent's tactic. He had to snicker. "That's your idea of a trap? Pathetic. Even a blind Spider-man would have seen and avoided your attempts at capturing him."

As expected, Carnage took great offence at Carrion's scorn and immediately formed a semi liquid pillar of solid alien flesh and threw a punch. Morbius just circled above the two fighters.

Carrion retaliated in his own unique way. With every solid hit, Carnage's skin blistered, but the symbiote ignored the pain and unleashed all his anger upon the mocker, ignoring Morbius' chortling. While the vampire watched, and being careful to stay out of range, he began laughing at how easily his enemy's emotions were manipulated.

. : . : . : . : . : . : . : . : . : .

". . . When we've been here ten thousand years...

bright shining as the sun.

We've no less days to sing God's praise...

then when we've first begun. . ."

_In the hidden aerial headquarters of the Strategic Homeland Intervention, Enforcement, and Logistics Division:_

Less than one hallway away, and one story lower than the private landing pad, General Nick Fury nearly ran down the bulky figure of Jack Fenton. "This is a secure area!" he calmly stated, while gently gathering the attention of S.H.I.E.L.D. personnel.

The man in the orange jumpsuit cheerfully ignored the guns that were slowly being pointed in his direction. "If it were that secure, I wouldn't have found the hidden passageway, now would I have?"

He turned his attention to the latest device and dropped it at the General's feet. Jack knelt down and toggled the screen. A holographic representation of the entire Helicarrier, complete with the official blueprints and previously unnoticed entrances, marked with a faint blue glow. A miniscule pulsing green dot hung in this section, unconnected to any walls.

Nick took this in as the erratic inventor increased the magnification, and focused on their current location. His keen eyes noticed the difference between the translucent three-dimensional object and the actual hallway before him. "Doesn't look like much," He tried dismissing the man, but Jack didn't catch the hint.

Jack stood up and patted the object. "It can find anything and everything that is hidden from visible sight. It doesn't rely just on sound waves, but also catches the faint radiation every living being gives off. Not to mention the fact solid objects are no longer solid and unfathomable now—if desired, details of a three ton cement block can be picked up and the insides visualized."

Fury's interest was firmly captured. "Sounds too good to be true," was all he said, even though he and many others had been searching for similar objects to find clocked items: Or intangible beings, currently.

Jack signed. "Haven't found the catch yet. There is one, but this is largely untested in long-term effects." He finally took notice of the raised weapons and slowly stepped back; but without his gadget. "Um, Phantom, could you help out here?"

Nick Fury had kept an eye on the actual location indicated by the glowing spot hovering at the very edge of the ceiling. The ghost turned visible, but hung from the metal, staying out of view from most of the guards and other patrollers. "I could, but the General wouldn't like me to take off without an explanation." He slowly lowered himself to ground level only after all the guns and anti-ghost weaponry was put away.

Phantom let himself hover eye-level with the two-men. He raised his hand to rub his neck but changed the motion and scratched the skin stretched across his vertebrae. "Phantom reporting for duty,"

A brown eye glanced sideways before focusing on the floating individual. "So, this device does seem to work as advertised. So far, everything the Fentons have brought me has, but considering it's been less than a month, that may not hold up." A black hand clasped the shoulder of the black uniform briefly before joining its twin behind Fury's back. "Can you guarantee the operation of this . . . what do you call it?"

Phantom shrugged. "Fenton Ghost-invisible-remover, maybe."

Jack shook his head. "That title's too vague. Besides, if it's something a ghost would assume, then that's not the official description."

Phantom blinked, briefly displacing the green glow that lined the corridor. "Right, the Fenton Crammer, instead of Specter Shrinker." He turned towards Amity's worst active ghost fighter. "What do you suggest then?"

"I haven't figured that part out yet." Jack tapped his ear-device. "Hey, Mads, could you come up with a name for my newest ghost-gear?"

Through the headset, which had been linked into the internal communication system of the floating fortress, Fury heard Madeline's reply. "Is that the item you were working on? How does this weapon work?" Her excitement was catchy and obvious.

Jack's mouth opened and then closed in a rare bit of speechlessness. He tried again, this time successfully aiming towards displacing a conjecture. "This isn't a weapon. It's more of a device that detects things that are invisible. . . . "That's It! The item you hold in your hand, sir, is the newest Fenton Invisibility Detector—FID for short." He shouted the statement out, nearly spraying Fury and everyone else with fudge flavored spit.

He would have if Phantom hadn't cringed and raised a bubble-shaped shield around Jack, which left the green wall soaked with brown liquid-mess. "Whoops, guess I should have brushed my teeth after that last cookie."

_: . : . : . : .-8-8-8-8- : . : . : . -8-8-8-8- : . : . : . : ._

". . . Amazing Grace, how sweet the sound, 

That saved a wretch like me...

I once was lost but now am found,

Was blind, but now, I see."

Near the Xavier Institute for Higher Learning, Damon Grey jumped down from the Blackbird, and hugged the grass. "Finally, out of that fog."

Charles Xavier gave a genuine smile as he rolled down the ramp and towards the man on the ground. "Yes, we've all had to face hardships. Although you're daughter isn't here at the moment, I have no doubt she will want to be reunited as soon as she is notified of the change in location."

Storm was the last one out. Ororo Munroe followed Maddie Fenton and Allan Smith out and onto the pleasant landscape. Once clear of the engines, Cyclops took off again, this time to drop the X-Jet back in the special hanger. The other stuck customers and Starbuck's personnel had already been dropped off at friend's houses, or locations out of the New York Ghost Induced Fog system.

Damon sat up, and stared at the magnificent building in front of him. "You're right, Charles. Do you mind if I freshen up first?"

"Not at all—the rooms you picked out on your arrival are still available." Xavier's eyes lost focus for one second while he confirmed the location of Miss Grey. "Valerie isn't quite at the Avenger's Mansion at this particular moment in time, anyway."

"Thanks." Damon stood up, groaning to cover the creaks from his joints and bones. He yawned and stumbled on his way to the front porch where a few of the youngsters waited impatiently for their absent teachers to come back.

Maddie sped up slightly and touched his shoulder before the African American could turn the corner and go to his room. "I'm surprised you didn't take Phantom up on his offer."

Damon sighed. "I was tempted, but I couldn't stand another minuet in that dismal setting. Allowing Phantom to take me to my daughter directly would have meant more time away from the sunlight." His slight shuddering went unnoticed by Mrs. Fenton. "Prolonged darkness is not something I'm comfortable with."

Maddie nodded. "I understand. I don't know how I could go on fighting ghosts if Phantom hadn't been willing to take risks that no one else living could or would."

Damon closed his eyes. "Perhaps." He was too tired to pursue the slip Madam Fenton had made. Both parents guarded their words when Phantom was around. Come to think of it, where was their boy?

As Mister Grey drifted off to sleep, he briefly entertained the idea of Phantom being Danny, but the thought was dismissed almost instantaneously.

"_Amazing Grace, how sweet the sound,  / That saved a wretch like me.  / I once was lost but now am found,  / Was blind, but now I see._

**Back in the air:**

Tucker Foley stood up and stretched his back. He'd spent many hours in front of a computer screen without enough breaks.

The other workers, most of them adults in their late twenties or so, had been consuming caffeine right and left. Tucker had not had a drop of coffee. They were not overly bothered by Tucker as he strolled along the walls and glanced over their shoulders; his suggestions were taken in consideration.

The temperature dropped slightly. While this might not have been noticed elsewhere, in this area of tightly controlled atmospheric conditions any changes in air pressure were felt instantly.

Tucker spun and faced the doorway. A few communications officers stepped away from their controls and looked for possible weapons while others glanced at their readings and kept on working—with occasional glances at internal developments. "Phantom!"

The ghost ally grinned as he dropped his invisibility. "Good to see you too, Tuck. How've you been?"

The African American teenager slugged the ghost on the shoulder. "How come you didn't contact us before you arrived back in New York? I understand why you'd leave us uninformed while talking with the ghosts, but a bit of knowledge that you were back in Amity Park would be appreciated!"

Phantom raised his arms. "I didn't think, okay? Besides I've handled Plasmius before, and came out fine."

The argument might have gone on longer, if Bellini hadn't interrupted. "Unspecified energy waves are overloading the buffer systems. If the source of the contamination isn't contained, we might loose all communication systems."

Phantom shut his mouth and moved closer. At his approach, other instruments started beeping. Startled, the ghost stepped back, and the noise level dropped in proportion.

"That's odd." Tucker walked through his friend and studied the signals that worried Bellini. "Phantom you're the unlikely source. Can you limit the ectoenergies you give off?"

Phantom shrugged. "Sure." A bright silver ring formed around his wrist and slowly moved up the arm, revealing a flesh-colored limb. As the transformation from ghost-to-human spread, Phantom tensed slightly before going invisible again. Once he finished changing back into Fenton, the warning bells fell silent. Of course, to the observers the rings disappeared with the ghost, and seconds later, the not-quite-electrical discharge also vanished.

Bellini looked at where Phantom had disappeared, then back to her instruments. "Odd. Of course I didn't come to work here for normal stuff." The temperature of the room had increased slightly, but it was still colder than normal.

Just as the unconcerned workers returned back to their screens, Nick Fury and Jack Fenton walked through the door. Danny, still invisible, but solid, quickly maneuvered out of the paths and squeezed himself into a corner, but stayed close-by.

The general/director took one glance at the instrument held by Jack. "Why is there an intruder in this room?" Fury's voice and tone were unforgiving.

Waves of energy emerged from the corner and Phantom let his head appear, but made sure to hide the rest of his body. He smiled sheepishly. "Um, just helping you test out the Fenton invention?"

Tucker approached the two adults. In one glance he took in the odd sparks that revealed Danny's hiding spot. "Red and green glows. Interesting." He and Jack traded an uneasy look that, although noticed by Nick Fury and a few others, wasn't commented on. "Perhaps it would be best if you were to apologize to Red?"

Phantom sputtered. "Apologize? Whatever for? She hates me—and gave me a terrific headache by screaming into the Fenton Phones."

Tucker began banging his head against a support beam. "Dude, if girls scream, they need to know you're safe—even if they are enemies who've called a truce. Wait, I only heard her for an instant after you were captured."

The ghost frowned before letting his entire body become visible. In the background, warning buzzes started sounding. "Are you sure about that? I could have sworn someone let go with an earth shattering roar that lasted well over thirty seconds."

Jack Fenton thrust the boxy device in Fury's hands. "Time dilation field? I knew it." He shouted, this time placing a clean handkerchief in front of his face when spittle started flying. "I thought there was a difference in the passage of time between the human world and ghost zone! This just proves time flows differently and—why are you staring at me?"

Tucker took off his glasses and rubbed his gunk-crusted eyes. "We suspected there was something odd every time we entered the ghost zone, sir. In fact, thanks to Frostbite and a few portal adventures—due to something Frostbite's people are guarding--, Phantom, Sam, and I have learned it is possible to arrive in a different time frame. However, traveling in either direction is not a pleasant trip, and Jazz has had to fix us up once or twice. Now, can we please get back on topic?"

Phantom turned to face Fury. "Permission to visit the Avenger's mansion, sire?"

Fury nodded, once. "I would appreciate foreknowledge on your plans and destinations," he called to the ghost's retreating back, then watched as Phantom left through the doors; not phasing through, but using conventional human methods.

_T'was Grace that taught my heart to fear. /  And Grace, my fears relieved. /  How precious did that Grace appear  / The hour I first believed._

**Daily Bugle:**

Jonah J. Jameson slammed yesterday's newspaper on the desk where Betty Brant normally sat. "If no one shows up in the next five minuets, you're all fired!" The editor yelled to the empty room.

Jonah growled as he paced back and forth in his silent office. Every time he turned around to speak loudly at an employee, he closed his mouth helplessly. That didn't mean Mr. Jameson was quiet, just that he wasn't able to advice the people who worked for him. "Crazy world. Can't get enough coverage, so Spider-Man decides to close down New York. Heresy, I say. I mean that wall crawling freak claims to save everyone, but when I go without mentioning him one way or another, he attacks my business."

The stubborn man slammed his glass doors open and stormed into the main room, aiming for the percolating coffee pot. He closed his eyes and listened intently, needing to hear, see, or smell something familiar. Nothing. No people working at their desks or hogging the walls waiting to fill their cups from either a water cooler, or the coffee pot. No tobacco smoke where Ben Urich normally sat.

Alas, the crowded floor was as silent as a tomb. Along the wall, where normally a typewriter was clanging and the keyboards were put in use, there was only the sound of the air conditioner. Even the reassuring hum from computers and other electronic devices was gone. If Mr. Jameson would ever admit the truth to himself, he would have realized the annoying flashes from photographers was an indication that all was right with the world. Today, he barely noticed their absence in light of everything else also being absent.

Jonah looked outside and saw the almost the exact same thing he saw just fifty-seven minuets ago: grey clouds hanging low enough to block the view of the building across the wide street, and absolutely no movement. Not even the birds, rodents and other miniscule pests were on the prowl. The sight before him was so engrained in his subconscious, the editor almost missed the black haze that pulled itself out of the sewer and through the fog.

The mug of ice-cold coffee dropped from Jonah's lifeless fingers. Mr. Jameson managed to mouth "Please, don't let it be Venom!" but no air made it past his lips. He resumed breathing when the formless mass solidified itself into something unrecognizable.

Although the shape of this creature was much larger than Spider-Man's enemy, somehow it wasn't as imposing or scary as the black alien was. Jonah regained the use of his tongue once the dark but transparent thing floated away; deeper into the unnatural weather patter that kept everyone else from leaving his or her homes.

_Through many dangers, toils and snares /  I have already come;  / 'Tis Grace that brought me safe thus far /  and Grace will lead me home._

**Ghost Zone:**

The captain of the guards—a glowing skeleton, indistinguishable from the others by humans—glanced briefly in the nearest portal. Not finding what it was searching for, the skeleton sighed and walked to another nearby hole that leads to Earth.

The captain had been doing this for hours. Not even he knew exactly what he needed to see. The foot soldiers who once served and died under Pariah Dark's rule, knew the pull from the Ring of Rage when they felt it. He had been subject to the call more often than others—all the captains and higher ranked members had.

An incalculable number of portals later, the ghost was passing by a swirling window and felt a familiar tug. Green Bones turned around to find which portal led to the master of the Ring of Rage. A new hole had just blinked into existence, yet was already wavering from the power consumption needed to sustain this link to the human world.

He waved his arm discreetly and stepped through; unconcerned as to where he would land, just knowing it would be near-by to the wearer of the powerful artifact. Before the ride got bumpy, he placed the sword and other edged weapons in the appropriate place on his belt and back.

_The Lord has promised good to me.  / His word my hope secures.  / He will my shield and portion be,  / As long as life endures._

**Avenger's Mansion:**

Valerie Grey stood off to the side, as Iron Man monitored the data from the sensors. Seeing as the subjects being sought after were ghosts, the scientist hidden beneath the famous suit, didn't trust his intuition as much as he normally did.

The lack of being able to scan the readouts and know instantly what it meant left him relying on the Red Huntress. At least, until he got a good feel for normal ranges and acceptable glitches. Which was none, even if it was built by, according to most scientists in the normal world, a certified loon.

Seeing as this was New York City, and Iron Man was an Avenger, Tony Stark did not consider the subject of ghosts as a myth or legends. Paranormal, perhaps, but not just bogyman fears and wild imaginations.

Valerie Grey approached the wall and entered Iron Man's field of vision. "Any more questions?" she asked barely holding back a yawn.

Iron Man picked up his hand to wave her away and dismiss the young lady when something screeched.

Ingrained reactions took over. Before three seconds had passed, the two armored figures had weapons out and were aiming at the spot where the air itself distorted. They had also separated slightly and were prepared to activate the built in defenses.

Thankfully, the defenses were not necessary. The distorted bubble of air resolved itself into a form of a skeleton. The ghost took one look around before bowing down before the lady in red.

"My liege."

Red put away her guns and stepped forward. She folded her arms and tried to imitate the intruder. "You have my attention."

The ghost stood up, keeping the swords in the scabbards and not stepping any closer. "The young halfa has found refuge in Amity Park. At least, he was safely transported there. The nomadic ghosts have reported growing rumors of unprecedented rebellion. A lot of the negative talk seems to surround the first halfa. The jail warden is also cause for concern."

Valerie Grey sighed. "In English, please."

Phantom dropped in behind the skeleton. "What Green Bones means to say, is that the ghosts are worried over events transpiring in this realm and are ready to fight. What's unclear is if they fight against humans, or between themselves. I am partly to cause for this, but Walker has overstepped his bounds and set free a few ghosts that should never see the light of day.

Iron Man kept his ecto-gun pointed towards the ghostly ally. Now that he was more attuned to the Fenton inventions and normal ghost ranges (thanks to the replayed recordings from the invasion a few days ago), Iron man noticed the wide discrepancy between Phantom and the foot solider. "Who, or what are you?" He barked out.

Phantom sighed heavily. "I am what the ghosts call a Halfa. Most humans consider me an impossibility. My chosen name is Danny Phantom, not inviso-bill, or 'ghost child' or anything else." He crossed his arms in imitation of The Red Huntress.

Valerie noticed Danny's action and immediately moved her arms to the side. "So, if you're the young halfa, who's the first? And how many are there?"

"Three. Plasmius, me, and my clone-cousin. Hopefully the fruitloop has regained the marbles he dropped, but I have no clue as to where the youngest one is—just that she wanted to explore the world in order to escape from my shadow."

Both armored members blinked behind their face shields. "How can ghosts be cloned? In fact, how do you. . . . wait, to change the gender from male to female, all that has to be done is to remove the Y chromosome and double the X chromosome. I thought ghosts didn't have any DNA made from materials found in this world."

Phantom shrugged. "Halfa's do, due to their unique physiology. For any further questions, ask someone else from Amity Park—any of the Fentons should have satisfactory answers." He blinked. "Now, what did I come here for, and how did we get so far off topic?"

_Yea, when this flesh and heart shall fail,  / And mortal life shall cease,  / I shall possess within the veil,  / A life of joy and peace._

"Carnage, Morbius, and Carrion: all stuck in the ghost zone. Oh, this is going to be so much fun," snickered a unwelcome commentator.

Immediately, the two fighters pushed back and found themselves separated by a dozen yards. Morbius too dropped down in shock, and turned to face whoever managed to approach the three without being noticed.

Still unseen, the unknown figure laughed evilly. "Ah, I was enjoying the fight. It looked like a real catfight. Anyway, what are you three doing here? Humans and their killers are supposed to stay on earth."

Morbius, the only one capable of speaking at the moment, snarled. "Big words coming from someone who's afraid to show themselves." The vampire let his canine teeth pierce his lips.

A blue figure revealed himself. He smiled and showed off his sharp, triangular teeth. "Ah, come on, is that anyway to approach Plasmius? I must say, though, I didn't expect Kingpin to scrape the bottom of the barrel in order to find someone willing to take my head. Oh, well, I suppose the dregs of society will do anything for anybody."

Carrion screamed and jumped up, slamming his body on the ground and pinning the ghost down. The trapped figure shimmered before vanishing completely, leaving nothing, not even dust behind.

Carnage turned and tackled the target when he appeared on the other side of the circle. Before the alien could bite through the neck, it too disappeared.

No longer amused, two identical images of Plasmius appeared behind Morbius. "Now, that's not right." He blasted the flying figure before the three intruders could react.

A third duplicate of the ghost showed up on the ground and shot the ground beneath Carrion. Carnage attacked him before his seat exploded, but was hit by two pink energy beams.

While Carrion clawed his way through the rock, Morbius flew around and tried disrupting the aim of the floating figures aiming at his opponent. Temporarily, the three had become allies, fighting for survival.

Carnage did not let the retaliating punches stager him. His body demanded rest, but to abandon the mission would mean certain death. Completing the task required by King pin would not destroy him completely, but it could severely wound him.

The three Plasmius dodged the claws and objects thrown by the two visible enemies. The one on the ground had just stepped in the middle of the battle, when the rock gave way, disrupting the carefully organized defeat of the remaining killers.

Carrion drew blood with his touch and the two airborne ghosts disappeared. The absorption of the two duplicates gave the real Plasmius enough energy to teleport away, but he could not concentrate well enough to remove himself from Carrion.

Morbius and Carnage who had jumped forward just as the target began twisting in black-and green light, were pulled along for the ride. The four figures found themselves in front of a vast array of portals. Plasmius could not fight any longer; he had fainted.

Carrion sniffed the blood on his hands. Morbius drew back his head from the smell of the wounds. Carnage gagged and fell backwards through a green window, grabbing the others as he lost his balance.

Again, all four found themselves traveling miles in an instant. This time, no one was conscious when the ride stopped.

_When we've been here ten thousand years  / Bright shining as the sun.  / We've no less days to sing God's praise /  Than when we've first begun._

Mr. Lancer leaned back in the cushioned seat. "Thank you,"

Susan Richard sat at a right angle to the teacher. 'You're quite welcome." She took a sip of her coffee. "My husband can be oblivious to the obvious. I'm impressed you survived the journey of two thousand miles with all those teenagers without giving in to the incessant demands."

Lancer opened his eyes and picked up his cup. "No one whined. If someone repeated a wish too often, Phantom would step up and ask if he could release Desiree. That shut most of the complainers up." The teacher swallowed a hot mouthful of the relaxing liquid. "The ghost is respected by most of the community, and a good handful worship him.

"Paulina is an obvious example of that, but the fanatical devotion seems to drive the ghost crazy. The others haven't let this obsession take over their lives as completely." Lancer placed the cup back on the saucer carefully. "So, any idea what the others are involved in?"

Susan sighed. "As long as no one is hurt, I don't want to think about the inventions Reed is building and testing at this exact moment. My brother seems hurt that the girls ignore him, even though he's fallen for the Red Huntress."

If Lancer had still been drinking, he would have spat out the liquid in shock. "The Human Torch likes the ghost huntress?" Sue nodded. "Unexpected, as she's avoided all social activities unless it means bagging a ghost or attacking Phantom. And I thought this sudden partnership between Phantom and Red was surprising." He shrugged and the two adults relaxed in the silence.

Peace and quite ruled this section of the Baxter Building, until Nathan and Lester released high pitched shrieks when a bloody figure popped right in front of them. Star and Ashley bravely stepped forward and kicked the unresponsive vampire that blocked the bathroom. Dash Baxter and Kwan grinned and traded High 5's before they rolled the putty-like intruder into a football. Mr. Fantastic and Ben Grimm carefully rapped the unconscious clone in non-organic, carbon free material before it could eat away a hole in the floor.

_Amazing Grace, how sweet the sound,  / That saved a wretch like me.  / I once was lost but now am found,  / Was blind, but now I see._

**Oh, boy: sorry for the wait. And I can't upload this or respond to reviews until I get Internet connection back. But, anyway, thanks for being patient and reading through.**

_MaxRideNut.logout: Bad habit of mine, so I don't mind. Thanks for reviewing anyway. I think I got most of the mistakes, but feel free to point out any others I might have missed.  
JC: Darn, I missed the season Finale. Oh well, I liked the other episodes that showed Venom and Spidy. Thanks for the notice—Real life interrupted, but can hardly wait for it to be shown again.  
Shadow At Twilight: Thanks. I hope this has enough action to satisfy you. Glad you liked the humor.  
SpartanCommander: Hmm. I'll do more details in the next update, if there is still confusion over the background and how I assume everything works in Butch Hartman's Danny Phantom series.  
HikaruOfDreams: Don't put yourself down too much. But Thanks for the encouragement. I'm glad you liked—and beta's can help, almost as much as practice.  
TPCrazy: Hey, I have fresh chocolate chips right out of the oven for everybody. Just take two at a time, though. Thanks for the review (even if 'Wow' is all that can be expressed).  
Hordak's Pupil: I didn't realize until recently how fun it is to include Venom as more than just an honorable reference. Glad you enjoyed. Thanks for continuing to read despite lack of constant updates (and time passed since first posting)  
Inukagome15: I only recall eight or so fellow classmates being named as they boarded the floating ship. Well, that is a lot considering how few of the Casper's residents we can name. Anyway, to answer the question, its more of a desire for the teens to escape Amity Park and Phantom wanting back-up incase the adults are incapacitated. After all, these kids won't be shell shocked when some of the more interesting ghosts show up—besides, this is in the Danny Phantom section, so a proper balance between those characters and the Marvel mentions was necessary. Thanks for the review._

**Hope to have the next chapter ready sooner!**


	46. Not yet finished

**HAPPY NEW YEAR!**

_Quacked Lurker claims no copyright at Fan-Fiction (dot) com. Sorry, but someone else already owns most of the stuff portrayed below._

LAST update ended on this note:

_Nathan and Lester released high pitched shrieks when a bloody figure popped right in front of them. Star and Ashley bravely stepped forward and kicked the unresponsive vampire that blocked the bathroom. Dash Baxter and Kwan grinned and traded High 5's before they rolled the putty-like intruder into a football. Mr. Fantastic and Ben Grimm carefully wrapped the unconscious clone in non-organic, carbon free material before it could eat away a hole in the floor.  
_

Chapter 46 (LXVI) of A Phantom Spider:

_In the Baxter Building_

Morbious recovered first. Being a vampire, it should have been expected.

Upon awakening, the vampire lurched upwards towards the nearest location of fresh human blood. His canine teeth impacted a rock-like hide. Morbious was shocked long enough for The Thing to pop his head and send him back to unconsciousness. "Hey, Reed. At least you weren't carrying Sleeping Beauty when he woke."

Mr. Fantastic laughed weekly. "Thanks Ben." Reed Richards placed S.H.I.E.L.D. designed shackles on the prisoner. "The way I built the security here (The Fantastic Four Headquarters and home) no enemy should have been able to break in without setting off an alarm."

Benjamin Grimm frowned. "Normally I'd agree with ya' pall, but what about ghosts and the dimension they exist in?"

Those unfamiliar with Reed would have missed his slight hesitation as the possibility hit full force. Perhaps a nanosecond after Ben asked his question, his fantastic brain was already reviewing Baxter Building's complex system that protected his family and closest friends. "Ben, that just might be it." He spun around, heading towards a computer terminal. Reed's fingers blurred across the keypad as he typed in several commands. The computer monitors and screens flashed as new programs and algorithms were input and tested. By the time the orange-skinned team member walked in after dropping off his prisoner, an entire new intruder-identification-and-restrain system was in the electronic blue prints.

"Reed, what are you doing?"

"Something I should have thought of long ago. We're safe from normal intruders, and most of our enemies that reside in this reality, but what about the aliens encountered in other times and worlds? Completely vulnerable, if they ever did manage to access here. The only problem, so far, is trying to isolate the energy patters of the ghost. It is as if he resides in two places at once!"

Mr. Grimm sighed. "I'll just go and tell Sue you're too busy to spend time with her and she should go out with her brother and the teacher, leaving me to deal with the kids." Ben began walking away, but paused after he crossed the threshold, waiting out of range of the sensors.

"Sure, thanks." Five seconds later, when the vibrations from the Thing's passage stopped, "Wait, what?" Reed stretched his neck around the corner to the calendar pinned above his lab table. He focused on the date and snapped back to the real world. "Oh, no you don't."

Ben was still waiting, patiently, for his friend to come to his senses. He had planted himself solidly along the hallway, out of the way for when Richard barreled through. Soon enough, Reed's hand grabbed the frame and pulled the rest of his body out and down the hall towards the public sitting area. "Where did you stash Morbious?"

Ben resumed walking. "With the other two intruders. He's safe and secure in the modified holding cells until Fury can send someone to pick them up."

Together, half of the Fantastic Four entered the living room where Susan Richards was impatiently tapping her foot. When she saw her husband decked out in formal clothing, Sue gave Reed a radiant smile, and a miniscule nod towards Ben. "Finally remembered our anniversary on time?"

Ben did not acknowledge the nod he got; nevertheless, he appreciated the fact she knew who had nudged her husband away from whatever electronic or science puzzle that occupied Reed's brain moments earlier.

"Ready to go?" Mr. Richard shrugged sheepishly. His arm lengthen just a tad so he could grab the handle and open the door for his wife, while his other arm was helping her into the coat that was previously draped on the arm of a chair. "After you."

Ben watched the two lovebirds go before retreating to the kitchen. He had noticed, where his friend had not, that there was no Mr. Lancer in sight: at least, not in the living-entry room. However, the scent of fresh-brewed tea filled the air was slowly replacing the clogging, heavy smell of cold, old coffee.

In the spotless dinning area, Ben found the missing teacher sipping hot liquid. "Thought you were a coffee drinker."

Lancer blew gently into the mug. "Normally, yes. Right now any caffeinated beverage will suffice." He placed the mug down on a coaster so as not to harm the wood table, and stared into its murky depths. "How are the hostess and host?"

Ben dug through the cabinets for his own cup. "Not as shook up as you seem to be. The Fantastic Four has, unfortunately, gotten used to unwanted visitors dropping by."

Lancer resumed sipping the beverage. "Casper High has ghosts popping in daily and at any hour. No one's gotten used to it. Especially not the teachers. In my opnion, there's nothing's worse that having a fight disrupt class. Unless it's a student running late for the hundredth time, or the same student trying to sneak out again. I don't understand how or way Mr. Fenton can be so unprepared for school. Seems every teacher has had problems with Danny since he started High School."

Ben grimaced. "Phantom? How can you criticize a ghost for attending a learning center? Now, fighting the students I can understand, but simply being there?" He pulled his favorite cup out of the organized pile of specially-made-dishes in the cabinet he'd been digging in, and poured himself the remainder of the dark-amber tea.

It was Lancer's turn to frown. "The ghost boy? I was talking about Jack and Maddie's son."

Mr. Grimm looked across the counters towards the teacher. Ben's face showed no emotion, but his eyes weren't as unchanging as the rest of him, and the brown orbs hinted at the puzzlement he felt.

_. - . - . - . - . Check out Amazing Grace (My Chains are Gone) by Chris Tomlin. - . - . - . - . -_

Back in the Avenger's Mansion, Iron Man and the Red Huntress had accepted the presence of the walking green skeleton and Phantom. The halfa, as his status was now known to a limited few, was not the problem. The appearance of the foot-solider was.

The skeleton stepped back towards the portal that had dropped him next to the two mechanical-covered fighters. "By your leave," he said before disappearing as quickly as he had showed up.

Phantom rubbed the back of his neck. "Well, that was interesting. The Infa-map didn't show that access before."

Iron-Man pounced on the information. "Infa map?"

Phantom leaned against the wall, careful to avoid the green-black swirling hole hanging in mid-air. "It's an artifact that Frostbite's people, who happen to resemble Abominable Snow monsters, guard. I don't understand half of what I come across. Not yet, anyway." The ghost sighed, letting a blue mist escape from his mouth. "Who is it this time?"

Red Huntress gave a fleeting look at her watch. It showed no ecto-energy movement. Beyond the diminishing natural portal, the only ghost related item it found was Phantom. "There's nothing here."

Iron Man hadn't yet relaxed from the fighting stance he'd assumed moments earlier. "Positive?"

Danny spoke over Val's reply of 'Absolutely,' with "No, there is something nearby. But where?" He let his eyes sweep over the room, and took in the computers with one glance. Piercing green eyes dismissed the sparks of movement between the electronics. The blue mist dissipated in the room, leaving behind no trace of its presence. Phantom began mumbling to himself. "Okay, just a visitor. If Red's sensors didn't pick up the ghost's presence, that means it is powerful, and perhaps out of reach for most humans." His eyes snapped back to the computers.

Iron Man blinked, and in that second, Phantom had somehow gone from right in front of him, to clear across the room. "What are you doing?"

"Are there any subway tunnels or undergound access points within a six block radius of us?"

"Yes, but what--"

"Several teams were sent out with sensors aimed at finding unwanted visitors and relaying their movements to these computers, right?"

"Among other locations, correct, but-"

"Were any of those teams sent underneath our feet?

Tony Stark, hidden behind the famous red-and-gold mask, paled. "No, we concentrated elsewhere, assuming that the Avenger Security would pick up stray electronic particle signals."

Red stomped behind the two. "We had an apparition beneath our feet, and no one noticed anything?" Instead of screaming, which she felt like doing, The Huntress stepped onto her hover-board and zoomed out the window. Recent changes to the interior of the Mansion allowed her to fly outside, but would deny any access back into the room. The modifications to the windows could be removed, once things had settled down again.

_- - - - - I also recommend listening to 'Grace Like Rain" by Todd Agnew - - - - - - _

Carrion shifted uneasily in his cage. Admittedly, it was more of a box, considering there was no bars or windows. _This imprisonment was not part of the Plan!_ He thought while examining the closed container. Carrion rolled towards one corner and slammed his entire body into the opposite side. Dazed from the impact, he stumbled despite being unable to stretch, or move around much. Intent on escaping, the failed SpiderMan clone found his starting point and attacked the far end again.

The Jail shook and bounced, but always resumed is previous position. It, and the prisoner were being held in an anti-gravity force field that kept the metallic box from contacting everything—including the floor, ceiling and walls of the room in which the device was stored.

Slowly, ever so slowly, the corner twisted slightly, letting in artificial sunlight. Out of the tiny puncture hole, the air inside exploded out, warmer than the outside atmosphere. The seam bent just enough for the thin layer of organic residue trapped with Carrion to escape under the force of his hatred and emotions.

-. - . - . - . - . -. -. .- . -.- .- .- . -. -. -, . . -. -. - . -. .- .-

Jonah J. Jameson recovered once the black-thing-that-wasn't-Venom disappeared from sight. He stepped away from the windows: because there was a shattered mug on the floor in front of him, not because he was scared of whatever was out there. The editor for the Daily Bugle slowly felt his way back to the walls and kept within arms reach as he retreated back to the office, where a landline phone was stationed.

He dialed a number from memory, and waited for the call to be picked up. He snarled, when the answering machine kicked in on the fifth ring. Jonah heard but didn't listen to the message being played back. "Parker!" Jameson barked into the receiver, "Get your butt over here, pronto! I want photos of either Spider-Man fighting a black cloud-like mennace or I want you to get me proof that the creature hidding in this fog is being corralled by someone capable of keeping track of all the crazed individuals roaming free."

The phone was slammed down, and Jonah went back to pacing his office. When that action didn't relieve enough stress, he made his way back to the ancient percolator, and poured the sludge-like remains in a plastic cup. He took the long way to and from, just to have something solid to fall against, if he did trip and fall in the dark. It wasn't to avoid the big glass windows from which anybody could see through. It was so he'd wouldn't be stuck on the floor if something happened to his Newspaper building.

**Danny Phantom crossed with Spider-Man**

Carnage shuddered as he felt his twisted body fly through the air. His tongue flicked out and the alien symbiotic rebuilt a mouth on his elliptical shaped body.

Dash Baxter saw the slight motion on the black football and reacted. He and Kwan had been practicing their football moves, concentrating on throwing and catching. This time, the star quarterback brought his arms closer to his body and back peddled. This unexpected movement alerted his teammate.

Kwan watched as the putty-like intruder stuck to the ground on impact and sprang up into a monster, complete with T-Rex like teeth and wide gaping jaws. He too stepped away from the moldable material and ran towards the nearest door.

Before Carnage could orient on the closer food source, the two teenagers had left the room there loud calls of shock broke the relative peace-and-quiet, thus alerting those still in the Baxter Building that at least one of the intruders was awake.

_"S"pider man "l"imits (my) "o"wnership "w"ith "F"enton "a" n "d" "e"veryone else  
at least, those characters that are recognizable in any shape or form. _

Valerie Gray thumbed on her Fenton headset harder than necessary. "I'm on my way" she snapped. "Oh, sorry, sir. How are you? I'm fine. My dad's in the mansion? Thanks. I'll be over in a jiff." She turned around and hit the afterburners, trying to escape the nagging sensation that Phantom's presence brought. It felt like she should know him, but how? Phantom was a ghost; yet there was something about him that made him feel familiar.

The Red Huntress escaped from the fog before she could turn her thoughts to something more pleasant. She touched down on the grass and dismounted. Valarie, now out of her armor, ran past Scott Summers and would have continued her rampage through the enormous building, except for the presence of Charles Xavier.

At the sight of the wheel-chair bound man, Miss Gray slid to a stop and calmly began walking down the hallway. "Damian is asleep." She stopped and turned around, then made her way to a sofa. "Where's everyone else, then?"

Charles closed his eyes. "Scattered around. Mrs. Fenton also went to bed, while Mr. Fenton is still rumanging around their supplies. The students and teenagers are in their rooms. You ran past Scott, and Ororo, who seem a bit startled that you didn't even manage a rushed 'Hi-goodbye' greeting."

Valerie sighed and slumped back into her chosen seat. "What time is it anyway? I'm not sure if I should be up or not?" She yawned. "Any clue as to what a Halfa is?"

Xavier and the other two adults, Summer and Munroe who had followed the young lady at a much subdued pace, shook their heads.

"Great, the only ones who might know what a halfa is, are certified loons or individuals I can't trust." Val shook her head and, after two tries to get up, managed to escape from the comfy confinds of the sofa. "I do need some sleep, and the Amity team will be able to locate me in an emergency," she said as she excused herself.

**A Phantom Spider continued**

_**Thanks given to those who've reviewed**:__ Marcus S. Lazarus, TweenisodeOrange, danitonfen13, inukagome15, A Shadow at Twilight, MaxRideNut, JC, Darkhorse111, HikaruOfDreams, Kordak's Pupil (and everyone else whom I might have missed)._


	47. Chapter 47

**Disclaimer: **_**I, Quacked Lurker, do not own copyrights to the recognizable characters or situations/locations. **_**Have fun reading this rather late update.**

* * *

"Oh, Blueberry Streusels" Vlad Plasmius shouted as he held his hands over his ears in an effort to keep the shrieks from intensifying his headache. Blocking the noise worked only partially, as springing upright before he was fully conscious brought blood rushing to his brain. "Lemon Pie, I need peace and quiet!" He shouted before opening his eyes and belatedly realizing he wasn't resting in one of his many mansions scattered across the Great Plains.

Plasmius took a good look around now that his head was firmly attached to his shoulders. The human shouts were getting closer, thus louder and more annoying. The blue-skinned, vampire smiled and let his sharp, dry canines appear. "This might be fun."

He jumped from his bed and disappeared from the visible spectrum. Unfortunately for him, the Baxter security cameras were equipped to see in the infrared and Ultraviolet rays as well. The ghost, thinking he was invisible from all observers, chuckled as he floated in the hallway, waiting for the scared humans to come closer. Vlad had lots of fun on Halloween, at least, when he wasn't on official business.

Dash Baxter ran past the ghost, while Kwan passed through him. "Oh man, I think someone just walked on my grave." The Asian football player dropped to his knees.

Dash slid to a stop, and turned around. "This is not the time to - PANIC!" Dash's blue eyes opened wide and his blood hair stood on end. He ran backwards, away from the poltergeist that suddenly appeared right behind his football buddy. The adrenaline running through his system was reinforced, by a second jolt of chemical release designed to keep the human alive. It worked. Slightly, as Dash managed to run full tilt into the wall and hit his head on the way down. He groaned before falling unconscious.

Kwan, didn't bother looking around as he forced himself to sprint away from the creature that frightened his teammate. He wasn't in much better shape, but did manage to reach the end of the corridor before falling down.

A duplicate of Plasmius floated through the floor, where he'd tripped the Quarterback. "Not very entertaining," he spoke to himself. "Well, let's see if we can scare up any more of Casper High's finest athletes." The two ghosts were joined by two more, and they spread out--two heading the way the football players came from, and the other two going in the direction the runners were headed.

The hallways were longer than expected. "Isn't this Amity Park's sole high school?" Vlad wondered as he poked a head through the doors as he came upon them. The images and information were 'shared' with the duplicates. Coming to a wall, he sighed heavily and tried viewing what was on the other side. Electricity cracked and shot through the wires-n-pipes, catching the ghost unprepared. "OUCH! Marmalade jelly, that hurt."

Warned, he gently placed a black gloved hand on the wall and tried phasing through. He pulled the arm away before more of the electrical current could shock him again. "What kind of upgrade is this? Too lived in for the Guys in White, and the Fentons aren't respected enough for any of their ideas to be taken seriously, but I certainly wouldn't imprison myself in this dump!"

Warm air hit his back as the ghost was debating the situation. Frowning, Plasmius turned slowly to view the individual who had dared to sneak up on him. "Oh, hello." Vlad's pitiful attempts at distracting the meat-eating, long-assumed extinct dinosaur proved to be useless.

Carnage snarled and snapped at the thing he was ordered to dismember and/or kill. He let his jaws open up and salivated in anticipation. "It seems I will be able to fulfill my duties before pleasure." The alien symbiote sprang forward and chomped on the white cape.

**SPDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSPDMSPDMSMDPSMDPSMDP**

Ember McLain sighed as she strummed her guitar. The young singer ignored Youngblood and his band of Lost Boys. It was not worth the effort to chastise him, as he could never grow up; unlike Peter Pan whom he currently emulated.

Ember stood up, careful to keep her guitar strapped to her back. Loosing her instrument was not going to happen again. There were rumors that Phantom had smashed GhostWriter's keyboard into kindling, and he'd already proved that he would remove her music if necessary.

"Dipstick doesn't fight fair."

"I'll say," squawked the constant companion of Youngblood. "Then again, he's not had that much contact with proper ghosts." He turned to look at the mayhem that was the deck of a fictional ship based on the movie _Return to Neverland_. "Who among us does fight fair?"

Ember snorts. "Does it matter?" She walked to the side, where the planks were falling apart, and bairly holding the ghost ship together.

"Land Ho!" shouts Youngblood as he cannonballs over the side. He falls onto the solid grey surface that is the roof of the Baxter Building, and launches himself back up. "Hey, it's sealed! I can't get it." The childish Ghost floats below his ship, where he can still see the landing pad that was his destination. "Darn it. There are kids inside and I can't entertain them." Youngblood pouts for a second before flying off to see if any of his crew has recovered and wants to go fight him again.

Ember shakes her head as she sees a skeleton wearing a red robe and hat dive for the secure hold in the middle of the ship. She turns back to the skeletal assistant who flaps his thin boney wings. "I'll got entertain him while you do whatever."

"Thanks partner". Ember tugs on the anchor's rope and slides down after making sure it is secure. She lets gravity take hold and disappears below deck. Just before hitting the roof, Ember stops and examines the material, prodding the area gently. "And here I thought the only humans capable of designing a working ghost shield were scrawny ghost-boy's parents." She takes her attention from the human construct and looks around her. "Creepy. " Ember shivers, but not from the cold and humans were. "I thought nothing could give ghosts goosebumps."

The words "THEY WERE WRONG!" echos through the seemingly endless canyon. "I should rule this world!" whispers Vortex as he creeps up on the unsuspecting musician. However, he wasn't quiet enough.

Ember, pre-warned, spun around and shoots an ecto note from her guitar. With the black, shapeless ghost stunned, she dives for the ground, seeking what shelter she can find. The weather control ghost shook his head to clear the last notes from his brain and takes after her. There is an intruder somewhere above them, but she is closer and more powerful than the eleven or so spirits that were protected by Phantom's presence.

Ember dodges the side of the Baxter Building. If the roof was sealed against her, then the rest of the skyscraper would also be unavailable for use in a game of hide-and-seek. She glances behind and puts on a fresh burst of speed, flying down to the pavement then leveling out and heading away from her last position. "Got to find Phantom before this creep catches up to me."

The two pass through buildings, maneuver around cars, use the subway system to disorient the other, and ignite the trash and refuge that lies on the street when their excto blasts miss the target.

Desperate for any kind of refuge, Ember spies a manhole and dives inside. She follows the pipe because it is easier and faster than phasing through solid dirt and matter in a straight line. Somewhere in this maze of forgotten materials, they pass below important buildings and monuments, while somehow avoid setting off the sensors that were placed earlier.

**SMDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSMDP**

Star and Ashley wandered through the home of New York's more famous heroes. While the Baxter Building wasn't as awe inspiring as the Avenger's Mansion, or some of the other well-known hangouts and homes of powered super heroes, this was a welcome trip. The two cheerleaders, once dedicated followers of Paulina, payed no attention to the Hispanic girl. These two were too enthralled with the chance to see how Susan 'Sue' Reeds of the Fantastic Four lived. Earlier, they were politely told to 'shut up or leave', as they resembled reporters looking for the latest scoop.

They chose to explore and entertain themselves by snooping in all the unlocked doors. Discovered areas included three bedrooms, four bathrooms, several closets that contained sheets, clothing, and stuff, like a washing machine, drier, sewing kits, a huge infirmary (with five beds, though why five would be needed when only four people lived here, Star and Ashley couldn't figure out), and so much normal rooms and the usual stuff they lost track.

Being semi-polite house guests, they did not force the doors that were stuck, nor did they try picking the locks when found. If the Fantastic Four had limited access to certain areas of the hotel floors, then Ashley would respect their right to privacy. Star wanted to peak, yet chose to come back only if they got really board--there was a minimum of three floors complete with elevators, stairs, entertainment rooms (music, drawing/painting, a library), and a well stocked kitchen, there was no real reason to insist they discover everything tonight.

Star held back and looked out the window, as Ashley glanced around, trying to figure out if they had been in either direction before. "Hey, Ashley, doesn't it look brighter outside?"

Ashley blew her bangs out of her face, and slowly turned around to walk back to the window which she had earlier glanced out of. "No, this drat ghost fog is too thick to see anything. Come along Star."

Star took small steps as she followed, but continued to gaze out the window. "Seriously, I think I can see some light specks now."

Star's hesitant speed worked in her favor this time, as her companion shuffled back the way she came. "Um, perhaps it would be best if we returned to the others. Now!" The order wasn't questioned when a huge wave of warm, stinky air rushed past them. "Yuck, someone needs a breath mint." Chocking from the halitosis, the two teenage girls retreated. On their way back to the living-room, Ashley stumbled over the inert body of Dash.

Dash groaned and pushed himself up once the cheerleader got off him. He didn't quite make it to the standing position, but he did sit up and leaned against the wall while he recovered. "What hit me?"

Kwan shook his head from a short distance away. "The wall." A roar of pain vibrated through the walls and all four youngsters sprang to attention. "Let's get out of here!"

Star took the lead, and tried retracing their steps back to Mr. Lancer. "Is anything pursuing us?"

"I don't want to wait to find out."

**SPDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSPDMSPDMSMDPSMDPSMDP**

Mary-Jane Watson-Parker stepped down the stairs. She glanced at the answering machine and frowned. "I thought I heard the phone ring." She sighed and hit the play button. Immedietly, the volume was dialed back. Mary-Jane winced. "Jameson is stuck at the Bugle center? I better warn Peter."

May Anne Parker looked through the refrigerator and pantry while shaking her gray-haired head. There wasn't much to eat here, and her nephew Peter would need a hot, filling meal when he managed to stumble through that upstairs window. May closed here eyes as her Niece dialed one number, then another in an effort to contact Peter. May pulled out a steel pot and turned on the faucet. Soup or stew was on the menu tonight. Not only could it stay warm for hours without burning, it didn't require a lot of ingretients. Just time and patience.

The two female residences in the Parker Queen home held in their worries. They had talked before until all hours of the night, and would talk again later, about life in general or whatever struck their fancy. Right now, there was no need to speak.

"Come on Tiger, pick up." Mary jane whispered as she tried a different number in an effort to talk to her husband. "Not again." Another answring machine picked up.

The telephone was slammed down. Then, after a deep breath, Mary Jane dialed one more time. "A busy signal?" She looked at the phone in disbelief. "Why do I get a busy signal?" She disconnected the call, and tried the same number again. "Avenger's Mansion, how may I be of assitance?"

A smile lit Mary's face. "Hey, Iron Man, is Spider-Man in?"

"Yes. In fact he arrived just a moment ago. Would you like me to pass on a message, or talk to him?"

"Talk to him."

"Sure, one moment."

Static came through as the phone changed hands. "Hey tiger, how are things going?"

Mary Jane could hear Peter's relief as he answered. "Just fine, thank you, but I do miss your presence."

"I miss being able to sit next to my husband." The cord tangled around Mary's fingers as she and Peter talked. After several long minutes that felt like mere seconds, Mrs Parker asked, "So, can you come over for supper, or are your aunt and I going to have to spend another night alone?"

Peter Parker chuckled. "I'll be over shortly. Lots of kisses and love."

"I love you too, Tiger."

May Anne Parker smiled when she heard the phone put down gently. "My boy's coming back safe and sound?"

"Yes, Aunt May. You're nephew is just fine. Worn out from crawling in vents, but physically fine."

"Good, because everything is ready to be eaten."

Mary Jane shook her head. "Now, if only his boss can understand why his best photographer might not get the shots he wants."

**SPDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSPDMSPDMSMDPSMDPSMDP**

Carrion hissed as he slid his fingers under the crack and heaved. The metal groaned in protest but didn't give. Not deterred in the slightest, Carrion shoved his fingernails in under further and pulled some more, straining his muscles. The walls kept their shape, yet the crack expanded just slightly.

Carrion grinned, liking the development. He reached down to grasp more of the metal and yanked some more. This time, the metal tore an opening he could see through. Not giving up in the slightest, Carrion stepped back and reached for a better grip.

Time and time again, the relentless failed-clone expanded the miniscule opening in his box. At first, the changes in shape and size were almost nonexistent, but as the effort at escaping continued, so did the resulting change build. Long before Carrion was able to stick his arm through the jagged opening, a silent alarm was singing.

Back in the living room, Benjamin Grimm and Mr. Lancer were enjoying the last spot of tea, when the red alarm light went off.

"What's that?" asked the aging English teacher.

Ben turned and saw the light flash. "Aw, crud. One of the containment boxes has developed a leak." He planted his feet on the solid floor and shoved himself up out of the chair. "Before you ask, yes it's Bad." The Thing strolled to the hallway. "I'll send all the kids I see your way. See if you can contact Johnny Storm." He made his way to the stairwell and rapidly left the other human behind.

Lancer stood in the middle of the room, uncertain. "Wait, How do I contact Torch?"

Paulina pried herself away from the full-length mirror in the bathroom adjacent to the entrance. "Just pick up the phone and press the button labeled 'Fireboy'." She shrugged, and took a good look around the main room. "I like what they've done to the place." She wandered over to one of the pictures by Thomas Kinkade. "It's so obvious, no one sees it."

Lancer blinks. "_The P__ickwick Pictures_, you're right! Why didn't I see that?" Before he could self-answer his rhetorical question, Star, Dash, Ashley, and Kwan rushed into the room and flopped onto two of the sofas, breathing heavily. "Where's Nathan, Lester, and the others?"

Dash shook his head. "Dude, I thought this was everyone except Phantom." He was still panting heavily.

Mr. Lancer sank back in his chair. "_Purloined Letter_s, I thought taking a few teenagers out of town would be more relaxing than having to force myself to do all the teacher associated-work-outside-work, like grading papers and planning the next month's lessons."

**SPDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSPDMSPDMSMDPSMDPSMDP**

Nick Fury glanced at his watch. "As much as I enjoy being here, Mr. Fenton, I've got work to do. Perhaps you could take your device and talk with the scientists?"

Tucker Foley gave a thumbs up when Jack's back was turned.

General Nick Fury stepped outside and marched to his command station. "What's the pickup status on the intruders at the Fantastic Four homestead?" The answer caused the African American General to frown. "The pilot hasn't even left the base? I didn't pick anybody up because they gave into fear, I chose these people because they proved they could push back their instincts and do what was required of them in-spite of the situation."

Jack Fenton's child-like innocence broke out as he joked to catch up. "Sir, if I could get directions to the main hanger, I could install FID immediately. I can always build a second one from memory and hand it to Bellini or someone else."

Fury was tempted to shake his head, but didn't. "Come on, I'll lead the way."

**SPDPSMDPSMDPSMDPSMDPSMDPSMDPSMDPSPDMSPDMSMDPSMDPSMDP**

Valerie Gray and her father, Damon Gray woke simultaneously. She bounced up and ran into the hallway, to find her dad heading towards the kitchen. "Good to see you healthy, dad."

Damon hugged his daughter. "Glad to see you in one piece." He released his grip on her and held her at a distance. "Now, what's troubling you?"

Valerie pulled a chunk of her curly black hair out of her eyes. "Phantom, believe it or not. I know I called for a truce, but every time I glance at him, it's like he's hiding something." She sat on a wicker chair, once they made it to the ground floor. "I don't know what to make of it."

Unseen by the two Gray's Maddie Fenton wandered by. So did a few of the Institute teenagers.

Damon sat down across from her. "What do you think he's hiding?"

"I don't know. That's what scares me." Valerie looked down to the floor, shuffled her feet. "When my suit was stolen by Technis, Phantom had no trouble destroying it. Not disabling or avoiding the attack, but disintegrating the suit." She shivered slightly. "How could he callously change his mind about shooting down the Huntress?"

Mrs. Fenton cleared her throat while Damon thought about the question. Maddie held up a plater full of pancakes, bacon, eggs, syrup and toast. "Shall I bring a table by, or are you two coming? There's coffee, Hot chocolate, milk, orange juice, and water, if you're thirsty."

Bemused, Damon stood up and motioned for Valerie to do the same. While they were on their way, Maddie answered the question. "Phantom didn't callously shoot lethal levels at you, dear. He knew the suit was being controlled from an outside source and no once was inside."

Val blinked. "But that means he knows who wears my suit, and where I was during the fight."

Damon nodded as he pulled out three seats. "Makes sense, but I thought humans looked exactly the same to other creatures."

Maddie laughed. "Only in science fiction. Only in science fiction." The children at the table look up in amusement or curiosity.

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**THANKS FOR READING!**


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